Phyto Chem - Annual Report - 2013 - 14€¦ · M/s Phyto Chem (India) Limited (CIN: L24110TG1989PLC009500) will be held on Monday, the 29th day of September, 2014 at 11:45 a.m. at

Phyto Chem - Annual Report - 2013 - 14

Twenty Fifth Annual Report2013-14

Phyto Chem (India) Limited


Factory


Board of DirectorsDr.P.Sreemannarayana - ChairmanMr.Y.Nayudamma - Managing DirectorDr.Y.Venkateswarlu - DirectorMr.P.Anjaneyulu - DirectorMr.C.N.Chary - DirectorMr.T.A.Choudary - DirectorMr.N.Sudhakar - DirectorMr.M.Balarama Krishnaiah - Director

AuditorsM/s. T. Adinarayana & Co.,Chartered Accountants,806, Raghava Ratna Towers,Chirag Ali Lane,HYDERABAD - 500 001.

BankersM/s. The Federal Bank Limited,Hyderabad Branch, Bank Street,HYDERABAD - 500 001.

Common Share Transfer Agents(Physical & Electronic)M/s. Bigshare Services Pvt. Limited,306, 3rd Floor, Right Wing,Amrutha Ville,Opp: Yashoda Hospital,Raj Bhavan Road,Somajiguda,Hyderabad - 500 082.Phone No : 040-23374967.

Corporate OfficeNo.8-3-229/23, First Floor,Thaherville, Yousufguda Checkpost,HYDERABAD - 500 045.Phone No : 040-23557712, 23557713.

Registered Office & Factory

Survey No.628,Temple Street,BONTHAPALLY - 502 313,Jinnaram Mandal, Medak District,Telangana.

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Notice

Notice is hereby given that the Twenty FifthAnnual General Meeting of the Members ofM/s Phyto Chem (India) Limited (CIN:L24110TG1989PLC009500) will be held onMonday, the 29th day of September, 2014 at11:45 a.m. at the Registered Office of theCompany at Survey No.628, Temple Street,Bonthapally - 502 313, Jinnaram Mandal,Medak District, Telangana to transact thefollowing business:

Ordinary Business:

1. To receive, consider and adopt the Audited BalanceSheet as at 31st March, 2014, Profit and LossAccount and Cash Flow Statement for the yearended on that date along with the Reports of theBoard of Directors and Auditors thereon.

2. To Declare Dividend on Equity Shares for thefinancial year 2013-14.

3. To appoint a Director in place of Dr. VenkateswaraluYadlapalli (DIN: 00377568), who retires by rotationand being eligible, offers himself forre-appointment.

4. To appoint a Director in place of Mr. AnjaneyuluPrathipati (DIN: 00377635), who retires by rotationand being eligible, offers himself forre-appointment.

5. To consider and if thought fit, to pass the followingresolution, with or without modification(s), as anOrdinary Resolution;

“RESOLVED THAT pursuant to the provisions ofSection 139, 141 and 142 and all other applicableprovisions of the Companies Act, 2013, M/s.T. Adinarayana & Co., Chartered Accountants,Hyderabad (Firm Registration No: 000041S) be andare hereby appointed as Statutory Auditors of theCompany to hold office from the conclusion of thisMeeting for a period of three years, subject toratification by the members at every AnnualGeneral Meeting, on such remuneration as may beagreed upon by the Board of Directors andAuditors, in addition to reimbursement of outof-pocket expenses in connection with the auditof the accounts of the Company.

Special Business:

6. To consider and if thought fit, to pass with orwithout modification(s), the following resolutionas an Ordinary Resolution:

“RESOLVED THAT pursuant to provisions ofSections 149, 150, 152 and 160 read with ScheduleIV and all other applicable provisions of theCompanies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) orre-enactment thereof for the time being in force)Mr. Narasimha Chary Chakravarthula (DIN:00625684), Independent Director of the Companywho under the provisions of the Companies Act,1956 was liable to retire by rotation and in respectof whom the Company has received a notice inwriting from a member proposing his candidaturefor the office of Director, be and is hereby appointedas an Independent Director of the Company, for aperiod of three consecutive years from this AnnualGeneral Meeting, not liable to retire by rotation.”

7. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as anordinary resolution:

“RESOLVED THAT pursuant to provisions ofSections 149, 150, 152 and 160 read with ScheduleIV and all other applicable provisions of theCompanies Act, 2013 and the Companies(Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) orre-enactment thereof for the time being in force)Mr. Ankamma Choudary Thotakura (DIN:00036470), Independent Director of the Companywho under the provisions of the Companies Act,1956 was liable to retire by rotation and in respectof whom the Company has received a notice inwriting from a member proposing his candidaturefor the office of Director, be and is hereby appointedas an Independent Director of the Company, for aperiod of three consecutive years from this AnnualGeneral Meeting, not liable to retire by rotation.”

8. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as anordinary resolution:

“RESOLVED THAT pursuant to provisions ofSections 149, 150, 152 and 160 read with Schedule

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IV and all other applicable provisions of theCompanies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for thetime being in force) Mr.Balarama KrishnaiahMandava (DIN: 00036506), Independent Directorof the Company who under the provisions of theCompanies Act, 1956 was liable to retire byrotation and in respect of whom the Companyhas received a notice in writing from a memberproposing his candidature for the office ofDirector, be and is hereby appointed as anIndependent Director of the Company, for aperiod of three consecutive years from thisAnnual General Meeting, not liable to retire byrotation.”

9. To consider and if thought fit, to pass with orwithout modification(s), the following resolutionas an ordinary resolution:

“RESOLVED THAT pursuant to provisions ofSections 149, 150, 152 and 160 read withSchedule IV and all other applicable provisionsof the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for thetime being in force) Mr.Sudhakar Nadendla(DIN: 00426897), Independent Director of theCompany who under the provisions of theCompanies Act, 1956 was liable to retire byrotation and in respect of whom the Companyhas received a notice in writing from a memberproposing his candidature for the office ofDirector, be and is hereby appointed as anIndependent Director of the Company, for aperiod of three consecutive years from thisAnnual General Meeting, not liable to retire byrotation.”

10.To consider and if thought fit, to pass with orwithout modification(s), the following resolutionas an ordinary resolution:

“RESOLVED THAT Pursuant to provisions ofSections 149, 150, 152 and 160 read withSchedule IV and all other applicable provisionsof the Companies Act, 2013 and the Companies(Appointment and Qualification of Directors)Rules, 2014 (including any statutory

modification(s) or re-enactment thereof for thetime being in force) Mrs. Kavitha RaniSakhamuri (DIN:06942657), who wasappointed as an Additional Director pursuant toprovisions of Section 161 of the Companies Act,2013 and the Articles of Association of theCompany and who holds office upto the date ofthis Annual General Meeting and in respect ofwhom the Company has received a notice inwriting from a member proposing her candidaturefor the office of Director, be and is herebyappointed as an Independent Director of theCompany, for a period of three consecutive yearsfrom this Annual General Meeting, not liable toretire by rotation.”

11.To consider and if thought fit, to pass with orwithout modification(s), the following resolutionas an ordinary resolution:

“RESOLVED THAT pursuant to provisions ofSections 149 and 152 and all other applicableprovisions of the Companies Act, 2013 and theCompanies (Appointment and Qualification ofDirectors) Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for thetime being in force), Mr. Janaki RamaiahYarlagadda (DIN: 06949910), who wasappointed as an Additional Director pursuant toprovisions of Section 161 of the Companies Act,2013 and the Articles of Association of theCompany and who holds office upto the date ofthis Annual General Meeting and in respect ofwhom the Company has received a notice inwriting under section 160 of the Companies Act,2013 from a member proposing his candidaturefor the office of Director, be and is herebyappointed as Director of the Company liable toretire by rotation.”

12. To consider and if thought fit, to pass with orwithout modification(s), the following resolutionas an ordinary resolution:

“RESOLVED THAT pursuant to provisions ofSections 196 and 197 read with Schedule V andall other applicable provisions if any, of theCompanies Act 2013 and the Companies(Appointment and Remuneration Personnel)Rules, 2014 (including any statutorymodification(s) or re-enactment thereof for thetime being in force) and as recommended byNomination and Remuneration Committee,


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approval of the Company be an is hereby accordedto the appointment of Mr. Janaki RamaiahYarlagadda (DIN: 06949910), as ExecutiveDirector of the Company for a period of 5 yearsw.e.f. 29th July, 2014 on the following terms andconditions mentioned below.

a. Salary: Rs.75,000.00 per month in the scale of

Rs.75,000.00 to Rs.1,25,000.00.

b. Incentive Bonus:Equivalent to one month salary per

annum.

c. P.F. :12% of the salary as per applicable Rules.

d. Gratuity: Half month salary per every year of

completed service.

e. Entitled to encashment of Leave at the end of tenure.which will not be included in the computation of theceiling on perquisites.

“FURTHER RESOLVED THAT in the event of lossor inadequacy of profits in any financial year, duringhis tenure as Executive Director, minimumremuneration shall alone be paid as prescribedunder provisions of the Companies Act, 2013 andSchedule V.

“RESOLVED FURTHER THAT the Board ofDirectors of the Company be and are herebyauthorised to do all such acts and deeds as maybe necessary, proper or expedient to give effectto this resolution”

13. To consider and if thought fit, to pass with or withoutmodification(s), the following resolution as aSpecial Resolution:

“RESOLVED THAT pursuant to Section 180(1)(c)and any other applicable provisions of theCompanies Act, 2013 and the rules madethereunder (including any statutory modification(s)or re-enactment thereof for the time being in force),the consent of the Company be and is herebyaccorded to the Board of Directors to borrowmoneys in excess of the aggregate of the paid upshare capital and free reserves of the Company,provided that the total amount borrowed andoutstanding at any point of time, apart fromtemporary loans obtained/to be obtained from theCompany’s bankers or from any person orpersons, Firms, Bodies, Corporate or FinancialInstitutions in the ordinary course of business, shallnot be in excess of Rs. 45 Crores (Rupees Forty

Five Crores) over and above the aggregate of thepaid up share capital and free reserves of theCompany.

14. To consider and if thought fit, to pass with orwithout modification(s), the following resolutionas a Special Resolution:

“RESOLVED THAT pursuant to Section 180(1)(a)and any other applicable provisions of theCompanies Act, 2013 and the rules made thereunder (including any statutory modification(s) orre-enactment thereof for the time being in force),the consent of the Company be and is herebyaccorded to authorise the Board to mortgage and/or create charge to the extent of Borrowing limitsof the Board of Directors, of all or any of themovable or immovable properties both present andfuture or the whole or substantially the whole ofthe undertakings of the Company to or in favourof any Financial Institutions, Banks, NBFCs, anyPerson or Persons, Firms, or any other Agenciesto secure the term loans and / or other financialassistance that has been or may in future begranted by them to the Company from time to time.”

For and on behalf of the Board

Y. Nayudamma Managing Director

Place: HyderabadDate : 29th July, 2014


Notes

1. A member entitled to attend and vote atthe Annual General Meeting is entitled toappoint a proxy to attend and vote on pollinstead of himself/herself and a proxyneed not be a member of the Company.The instrument of Proxy in order to beeffective should be deposited at itsRegistered Office of the Company not laterthan forty eight hours before thecommencement of the Meeting.

A person can act as a proxy on behalf ofmembers not exceeding fifty and holdingin the aggregate not more than ten percentof the total share capital of the Companycarrying voting rights. A member holdingmore than ten percent of the total sharecapital of the Company carrying votingrights may appoint a single person asproxy and such person shall not act as aproxy for any other person orshareholders.

2. The Register of Members and Share TransferBooks of the Company will remain closed from27-09-2014 to 29-09-2014 (both days inclusive)for determining the names of members eligiblefor dividend on Equity Shares, if declared at themeeting.

3. The Statement pursuant to Section 102 of theCompanies Act, 2013, relating to the SpecialBusiness to be transacted at the meeting isannexed hereto.

4. Members holding shares in physical form, in theirown interest, are requested to dematerialise theshares to avail the benefits of electronic holding/ trading.

5. Electronic copy of the Annual Report and theNotice of the Annual General Meeting of theCompany inter alia indicating the process andmanner of e-voting along with Attendance Slipand Proxy Form are being sent to all the memberswhose email IDs are registered with theCompany/ Depository Participants(s) forcommunication purposes, unless any memberhas requested for a hard copy of the same. Formembers who have not registered their email

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address, physical copies of the abovedocuments are being sent in the permittedmode

6. Members are requested to notify any changein their addresses to the Companyimmediately. Members holding shares inelectronic form are requested to advisechange of addresses and their email IDs totheir Depository Participants.

The Members are aware, your Company’sshares are tradable compulsorily in electronicform and your Company has establishedconnectivity with Central Depository Services(India) Limited (CDSL) and National SecuritiesDepository Limited (NSDL). In view of thenumerous advantages offered by thedepository system, the Members arerequested to avail the facility ofDematerialization of the Company’s shareson NSDL & CDSL. The ISIN allotted to theCompany’s Equity shares is INE 240401013.

7. Members are requested to affix theirsignatures at the space provided on theAttendance Slip annexed to Proxy Form andhandover the Slip at the entrance of themeeting hall. Corporate members arerequested to send a duly certified copy ofthe Board resolution / power of attorneyauthorising their representatives to attendand vote at the Annual General Meeting.

8. Members may also note that the Notice of theAnnual General Meeting and the AnnualReport will also be available on theCompany’s website for their download. Thephysical copies of the aforesaid documentswill also be available at the Company’sRegistered Office at Survey No.628, TempleStreet, Bonthapally – 502 313, JinnaramMandal, Medak District, Telangana forinspection during normal business hours onworking days. Even after registering for e-communication, members are entitled toreceive such communication in physical form,upon making a request for the same, by postat free of cost.

9. Voting through Electronic means

a. The Company is pleased to provide members


the facility to exercise their right to vote on theresolutions as set out in the Notice calling forthe Annual General Meeting (AGM) by ‘electronicmeans’ and all the businesses may betransacted through e- Voting services providedby Central Depository Services (India) Limited(CDSL), in compliance with the provisions ofSection 108 of the Companies Act, 2013 andRule 20 of the Companies (Management andAdministration) Rules 2014.

b. Voting rights are reckoned on the basis of theshares registered in the names of the members/ beneficial owners as on the record date fixedfor this purpose, viz., 29-08-2014.

c. Mr. P. Jagannatham, Corporate Advocate hasbeen appointed as scrutinizer for conducting thee-Voting process in a fair and transparent manner.

d. Members are requested to read the e-Votinginstructions given below:

The E-Voting facility is available at the link :

In case of members receiving e-mail:i. Log on to the e-voting website

www.evotingindia.com

ii. Click on “Shareholders” tab to cast your votes.

iii. Now, select the “EVSN” along with “PHYTOCHEM (INDIA) LIMITED” from the drop downmenu and click on “SUBMIT”

iv. Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,

b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

c. Members holding shares in Physical Formshould enter Folio Number registered withthe Company.

v. Next enter the Image Verification as displayedand Click on Login.

vi. If you are holding shares in demat form andhad logged on to www.evotingindia.com andvoted on an earlier voting of any company, thenyour existing password is to be used.

vii. If you are a first time user follow the stepsgiven below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issuedby Income Tax Department (Applicable for bothdemat shareholders as wel l as physicalshareholders)·

* Members who have not updated their PANwith the Company/Depository Part ic ipant arerequested to use the f irst two letters of theirname and the last 8 digits of the demat account/folio number in the PAN field.

* In case the folio number is less than 8 digitsenter the applicable number of 0’s before thenumber af ter the f i rst two characters of thename in CAPITAL letters. Eg. If your name isRamesh Kumar wi th fo l io number 100, thenenter RA00000100 in the PAN field.

DOB# Enter the Date of Bir th as recorded in yourdemat account or in the company records forthe said demat account or folio in dd/mm/yyyyformat .

Dividend Enter the Dividend Bank Detai ls as recordedBank in your demat account or in the CompanyDetails# records for the said demat account or folio.·

* Please enter the DOB or Dividend Bank Detailsin order to login. If the details are not recordedwith the Depository or Company please enterthe number of shares held by you as on the cut offdate in the Dividend Bank detai ls f ield .

viii. After entering these details appropriately, clickon “SUBMIT” tab.

ix. Members holding shares in physical form willthen reach directly the Company selectionscreen. However, members holding shares indemat form will now reach ‘Password Creation’menu wherein they are required to mandatorilyenter their login password in the newpassword field. Kindly note that this passwordis to be also used by the demat holders forvoting for resolutions of any other Companyon which they are eligible to vote, providedthat Company opts for e-voting through CDSLplatform. It is strongly recommended not toshare your password with any other personand take utmost care to keep your passwordconfidential.

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EVSN (e-VotingSequence Number)

140826099

Commencement ofe-Voting

23-09-2014

End ofe-Voting

25-09-2014


x. For Members holding shares in physical form,the details can be used only for e-voting on theresolutions contained in this Notice.

xi. Click on the relevant EVSN on which youchoose to vote.

xii. On the voting page, you will see “RESOLUTIONDESCRIPTION” and against the same the option“YES/NO” for voting. Select the option YES orNO as desired. The option YES implies that youassent to the Resolution and option NO impliesthat you dissent to the Resolution.

xiii. Click on the “RESOLUTIONS FILE LINK” if youwish to view the entire Resolution details.

xiv. After selecting the resolution you have decidedto vote on, click on “SUBMIT”. A confirmationbox will be displayed. If you wish to confirmyour vote, click on “OK”, else to change yourvote, click on “CANCEL” and accordingly modifyyour vote.

xv. Once you “CONFIRM” your vote on theresolution, you will not be allowed to modifyyour vote.

xvi. You can also take out print of the voting doneby you by clicking on “Click here to print” optionon the Voting page.

xvii. If Demat account holder has forgotten thechanged password then Enter the User ID andthe image verification code and click on ForgotPassword & enter the details as prompted bythe system.

· Institutional shareholders (i.e. other thanIndividuals, HUF, NRI etc.) are required to logon to https://www.evotingindia.co.in andregister themselves as Corporates.

· They should email a scanned copy of theRegistration Form bearing the stamp and signof the entity to [email protected].

· After receiving the login details, they have tocreate a compliance user using the admin loginand password. The compliance user wouldbe able to link the account(s) which they wishto vote on.

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· The list of accounts should be mailed [email protected] and onapproval of the accounts they would be ableto cast their vote.

· They should upload a scanned copy of theBoard Resolution and Power of Attorney(POA) which they have issued in favour ofthe Custodian, if any, in PDF format in thesystem for the scrutinizer to verify the same.

In case of members receiving thephysical copy:

a. Please follow all steps from S.No.i to xvii ofNotes-9 d above to cast vote.

b. The voting period begins on Tuesday, 23rd

September, 2014(9:00 am) and ends onThursday, 25th September, 2014 (6:00 pm).During this period shareholders’ of theCompany, holding shares either in physicalform or in dematerialised form, as on the cut-off date (record date) of Friday, 29th August,2014, may cast their vote electronically. Thee-voting module shall be disabled by CDSL forvoting thereafter.

c. In case you have any queries or issuesregarding e-voting, you may refer theFrequently Asked Questions (“FAQs”) ande-voting manual available atwww.evotingindia.co.in under help section orwrite an email to helpdesk.evot ing@cdsl ind ia .com.

d. The Scrutinizer shall within a period notexceeding three working days from theconclusion of the e-Voting period unblock thevotes in the presence of at least two witnessesnot in the employment of the Company and makea Scrutinizer’s Report of the votes cast “infavour” or “against”, if any, forthwith to theChairman of the Company.

e. The Results declared along with theScrutinizer’s Report will be placed on theCompany’s website www.phytochemindia.comand on the website of CDSL within two days ofpassing of the resolutions at the AGM andcommunicated to the Stock Exchanges.


f . All documents referred to in the accompanyingNotice and the Explanatory Statement will be openfor inspection at the Registered Office of theCompany during 10.00 am to 12.00 noon on allworking days upto and including the date of theAGM.

Additional information about the Directorsbeing appointed / re-appointed as requiredunder clause 49 of the Listing Agreement

Dr. Venkateswaralu Yadlapalli - Director

Dr. Venkateswarlu Yadlapalli, aged about 68years, is a graduate in Medicine (M.B.B.S). He ispresently practicing Medicine in Sultanate ofOman and he is the promoter Director of theCompany. He holds 95,000 Equity Shares in theCompany.

Mr. Anjaneyulu Prathipati - Director

Mr. Anjaneyulu Prathipati aged about 62 years, isa Graduate in Telecommunications Engineering.He has rich experience in Real Estate operations.He holds 64,400 equity shares in the Companyand he is on the Boards of M/s RasasriDevelopers Private Ltd., M/s RasasriInfrastructures Private Ltd and M/s PrathipatiProjects Pvt Ltd.

Mr. Narasimha Chary Chakravarthula - Director.

Mr. Narasimha Chary Chakravarthula aged about76 years, is a Chemical Engineer. He has workedfor more than four decades in several Chemicalrelated institutions. He holds 100 equity sharesin the Company. He is Member of Audit Committeeand Chairman of Remuneration Committee of ourCompany.

The Board considers that his continuedassociation would be immense benefit to theCompany and it is desirable to continue to availthe service of Mr. Narasimha CharyChakravarthula as an Independent Director.

Mr. Ankamma Choudary Thotakura - Director.

Mr. Ankamma Choudary Thotakura aged about68 years, is a B.E. in Electrical Engineering and

also a Post Graduate in Business Management.He has versatile experience of over 30 Years inthe fields of Project Management, Finance andhe has retired as Chief General Manager fromAPIDC, Government of A.P. Undertaking. He holds184 equity shares in the Company. He is Directoron the Boards of M/s. Green Way Infratech (India)Pvt Ltd. and M/s. Green Way Solar Pvt. Ltd. He isMember of Audit Committee, RemunerationCommittee and Chairman of Investors Grievance& Redressel Committee of our Company.

The Board considers that his continuedassociation would be immense benefit to theCompany and it is desirable to continue to availthe service of Mr. Ankamma Choudary Thotakuraas an Independent Director.

Mr. Balarama Krishnaiah Mandava - Director.

Mr. Balarama Krishnaiah Mandava, CharteredAccountant, aged about 63 years, worked formore than three decades in M/s. Andhra PradeshIndustrial Development Corporation Limited(APIDC), Government of A.P. Undertaking indifferent Departments like Finance, Accounts,Project Appraisal, Monitoring, Rehabilitation, etc.After taking voluntary retirement as GeneralManager (Finance), he worked as Officer onSpecial Duty in M/s. Share Medical Care, aSociety running Hospitals, Medical College andNursing Colleges. Presently working as Director-Finance in M/s.EBC Bearings (India) Limited,Hyderabad. He also has Directorships in M/sVenture East Trustee Company Pvt Ltd, M/sOgene Systems India Ltd, M/s BRS Enterprises& Trading Ltd, M/s CTIL Ltd, M/s Indo Metals PressPvt LTd, M/s Venkatadri Securities and TradingPvt Ltd, and M/s Ragam Mines Pvt Ltd. He is alsoMember of Audit Committee and RemunerationCommittee of our Company.

The Board considers that his continuedassociation would be immense benefit to theCompany and it is desirable to continue to availthe service of Mr. Balarama Krishnaiah Mandavaas an Independent Director.

Mr. Sudhakar Nadendla - Director.

Mr.Sudhakar Nadendla aged about 56 years, is aPost Graduate in Commerce and has over 26years experience in Accounting and Industrial

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fields. He is the Chairman of Audit Committeeand member of Remuneration Committee,Investors Grievance & Redressal Committeeand Share Transfer Committee. He holds 500equity shares in the Company.

The Board considers that his continuedassociation would be immense benefit to theCompany and it is desirable to continue toavail the service of Mr. Sudhakar Nadendlaas an Independent Director.

Mrs. Kavitha Rani Sakhamuri - Woman Director.

Mrs. Kavitha Rani Sakhamuri is a Graduate inCommerce, Fellow Member of the Institute ofCompany Secretaries of India and Graduatein Law. She is a Practicing Company Secretaryhaving about Nine years of experience inCorporate Laws and related legal matters. Sherepresents the cases before Tribunals,Company Law Board etc. She has good auditexpertise in secretarial audit of Companiesand knowledge in ensuring adherence ofvarious statutory regulations. Presently, sheis acting as Secretary and Treasurer ofInstitute of Company Secretaries of India,Hyderabad Chapter. She does not hold anyshares in the Company and does not hold anyDirectorship in other Companies.

The Board considers that her associationwould be immense benefit to the Companyand it is desirable to avail the service of Mrs.Kavitha Rani Sakhamuri as an IndependentDirector.

Mr. Janaki Ramaiah Yarlagadda -Executive Director.

Mr.Janaki Ramaiah Yarlagadda aged about 37years, is a B.E. in Chemical Engineering. Hehas experience of 12 years in various fieldssuch as Product Management, Procurement,Production, Administration etc. Earlier, he hadassociated with Indian Institute of Technologyfor a period of 3 years in the matters ofProcess Development in Chemical EngineeringDivision. In Phyto Chem (India) Limited, he is inthe position of General Manager for about 9years and looking after the subjects ofProcurement, Production and GeneralAdministration. He is acting as Compliance

Officer for secretarial matters and Chief FinancialOfficer of the Company . He belongs to thepromoter group of the Company and holds 97372equity shares in the Company. He does not holdany Directorships in other Companies.He is member of Share Transfer Committee.

The Board considers that his association wouldbe immense benefit to the Company and it isdesirable to avail the service of Mr.JanakiRamaiah Yarlagadda as Director and ExecutiveDirector.

Explanatory Statement Pursuant toSection 102 of the Companies Act, 2013

Items No. 6,7,8 & 9

Mr. Narasimha Chary Chakravarthula, Mr.Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr.Sudhakar Nadendlaare directors who were liable to retire by rotationunder the erstwhile applicable provisions of theCompanies Act, 1956. In terms of Section 149and other applicable provisions of the CompaniesAct, 2013, Mr. Narasimha Chary Chakravarthula,Mr. Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr.Sudhakar Nadendlaare being eligible and offering themselves forappointment, are proposed to be appointed asIndependent Directors for a period of threeconsecutive years from this Annual GeneralMeeting.

Section 149 of the Act inter alia stipulates thecriteria of Independence in a company proposeto appoint an Independent Director on its Board.As per the said Section 149, an IndependentDirector can hold office for a term upto 5(five)consecutive years on the Board of the Companyand they shall not be included in the total numberof Directors for retirement by rotation.

The Company has received notices in writingfrom members along with the deposit of requisiteamount under section 160 of the Act proposingthe candidatures of each of Mr.Narasimha CharyChakravarthula, Mr. Ankamma ChoudaryThotakura, Mr. Balarama Krishnaiah Mandava andMr. Sudhakar Nadendla for the office of theDirector(s )of the Company.

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Mr. Narasimha Chary Chakravarthula, Mr.Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr. Sudhakar Nadendlaare not disqualified from being appointed asDirectors in terms of Section 164 of the Act andhave given their consent to act as Directors.

The Company has also received declarationfrom Mr. Narasimha Chary Chakravarthula, Mr.Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr.Sudhakar Nadendlathat they meet with the criteria of independenceas prescribed both under sub-section (6) ofSection 149 of the Act and under clause 49 ofthe Listing Agreement, Mr. Narasimha CharyChakravarthula, Mr. Ankamma ChoudaryThotakura, Mr. Balarama Krishnaiah Mandavaand Mr. Sudhakar Nadendla possessappropriate skills, experience and knowledge,inter alia, in the field of finance, accounts andadministration.

In the opinion of the Board, Mr. Narasimha CharyChakravarthula, Mr. Ankamma ChoudaryThotakura, Mr. Balarama Krishnaiah Mandavaand Mr. Sudhakar Nadendla fulfill the conditionsfor their appointment as Independent Directorsas specified in the Act and the Listing Agreement.Mr. Narasimha Chary Chakravarthula, Mr.Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr. Sudhakar Nadendlaare independent of management.

Brief resumes of Mr. Narasimha CharyChakravarthula, Mr. Ankamma ChoudaryThotakura, Mr. Balarama Krishnaiah Mandavaand Mr. Sudhakar Nadendla, nature of theirexpertise in specific functional areas and namesof companies in which they hold Directorshipand Memberships/Chairmanships of BoardCommittees, shareholding as stipulated underClause 49 of the Listing Agreement with theStock Exchanges, are forming part of the AnnualReport

Keeping in view their vast expertise andknowledge, it will be in the interest of the Companythat Mr. Narasimha Chary Chakravarthula,Mr. Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr. Sudhakar Nadendlaare appointed as Independent Directors.

Copy of the draft letters for respectiveappointment of Mr. Narasimha CharyChakravarthula, Mr. Ankamma ChoudaryThotakura, Mr. Balarama Krishnaiah Mandavaand Mr. Sudhakar Nadendla as IndependentDirectors setting out the terms and conditionsare available for inspection by members at theRegistered office of the Company.

This statement may also be regarded as adisclosure under clause 49 of the ListingAgreement with the Stock Exchange.

None of Directors or Key Managerial Personnelof the Company and/or their relatives exceptMr. Narasimha Chary Chakravarthula, Mr.Ankamma Choudary Thotakura, Mr. BalaramaKrishnaiah Mandava and Mr. Sudhakar Nadendlarespectively to whom the resolutions relate, arein any way, concerned or interested, financiallyor otherwise, in the resolutions.

The Board recommends the OrdinaryResolutions set forth in Item Nos. 6, 7, 8 & 9 forapproval of the shareholders.

Item No. 10

The Board of Directors of the Companyappointed Mrs. Kavitha Rani Sakhamuri asAdditional Director of the Company with effectfrom 29th July, 2014 pursuant to the provisionsof Section 161(1) of the Act and the Articles ofAssociation of the Company and In terms of theprovisions of Section 161(1) of the Act, Mrs.Kavitha Rani Sakhamuri would hold office uptothe date of the ensuing Annual General Meeting.

Section 149 of the Act inter alia stipulates thecriteria of independence in a Company proposeto appoint an Independent Director on its Board.As per the said Section 149, an IndependentDirector can hold office for a term up to 5(five)consecutive years on the Board of the Companyand he/she shall not be included in the totalnumber of Directors for retirement by rotation.

The Company has received notice in writing frommember along with the deposit of requisiteamount under section 160 of the Act proposing

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the candidature of Mrs. Kavitha Rani Sakhamurifor the office of the Director of the Company.

As per the provisions of Section 149(1) of theAct and amended Clause 49 of the ListingAgreement, the Company should have at leastone Woman Director.

Mrs. Kavitha Rani Sakhamuri is not disqualifiedfrom being appointed as a Director in terms ofSection 164 of the Act and has given her consentto act as Director.

The Company has also received declaration fromMrs. Kavitha Rani Sakhamuri that she meets withthe criteria of independence as prescribed bothunder sub-section (6) of Section 149 of the Actand Clause 49 of the Listing Agreement, Mrs.Kavitha Rani Sakhamuri possess appropriateskills, experience and knowledge, inter alia, inthe field of Secretarial, Finance and Legalmatters.

In the opinion of the Board, Mrs. Kavitha RaniSakhamuri fulfills the conditions for herappointment as independent Director as specifiedin the Act and the Listing Agreement. Mrs. KavithaRani Sakhamuri is independent of management.

Brief resume of Mrs. Kavitha Rani Sakhamuri,nature of her expertise in specific functionalareas and names of Companies in which sheholds Directorship and Memberships/Chairmanships of Board Committees,shareholding as stipulated under Clause 49 ofthe Listing Agreement with the Stock Exchanges,are forming part of the Annual Report

Keeping in view her vast expertise andknowledge, it will be in the interest of the Companythat Mrs. Kavitha Rani Sakhamuri is appointed asan Independent Director.

Copy of the draft letter for appointment of Mrs.Kavitha Rani Sakhamuri as Independent Directorsetting out the terms and conditions are availablefor inspection by members at the RegisteredOffice of the Company


None of Directors or Key Managerial Personnelof the Company and/or their relatives except Mrs.Kavitha Rani Sakhamuri to whom the resolutionrelates, are in any way, concerned or interested,financially or otherwise, in the resolution.

The Board recommends the Ordinary Resolutionset forth in Item No. 10 for approval of theshareholders.

Item No. 11 & 12

The Board of Directors of the Company at itsmeeting held on 29th July, 2014 appointed Mr.Janaki Ramaiah Yarlagadda as Additional Directorand Executive Director of the Company witheffect from 29th July, 2014 pursuant to theprovisions of the Act, and in terms of theprovisions of Section161 (1) of the Act, Mr. JanakiRamaiah Yarlagadda would hold office upto thedate of the ensuing Annual General Meeting.

Subject to the approval of Members, Mr. JanakiRamaiah Yarlagadda was appointed asExecutive Director, for a period of 5(Five) yearswith effect from 29th July, 2014 at theremuneration recommended by the Nominationand Remuneration Committee and approved bythe Board.

It is proposed to seek the members’ approval forthe appointment of and remuneration payable toMr. Janaki Ramaiah Yarlagadda as Director andExecutive Director in terms of Sections 152, 196and 197 read with Schedule V and otherapplicable provisions of the Companies Act, 2013and rule made there under.

The Company has received a notice in writingfrom a member along with the deposit of requisiteamount under section 160 of the Act proposingthe candidature of Mr. Janaki RamaiahYarlagadda for the office of the Director of theCompany.

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Mr. Janaki Ramaiah Yarlagadda satisfies all theconditions set out in Part-I of Schedule V to theAct as also conditions set out under sub-section(3) of Section 196 of the Act for being eligible forhis appointment. He is not disqualified from beingappointed as Director in terms of Section 164 ofthe Act.

The above may be treated as a writtenmemorandum setting out the terms of appointmentof Mr. Janaki Ramaiah Yarlagadda under section190 of the Act.

Brief Resume of Mr. Janaki Ramaiah Yarlagaddaand nature of his expertise in specific functionalareas and names of Companies in which he holdsDirectorship and Memberships/Chairmanships ofBoard Committees, shareholding as stipulatedunder Clause 49 of the Listing Agreement withthe Stock Exchanges, is forming part of theAnnual Report.


Mr. Janaki Ramaiah Yarlagadda may be deemedto be concerned or interested, financially orotherwise, to the extent of the aforesaidshareholding in respect of his appointment asExecutive Director and their other relatives, tothe extent of their shareholding interest andDirectorship in the Company, may be deemed tobe concerned or interested in the appointment ofMr. Janaki Ramaiah Yarlagadda

Save and except the above, None of theDirectors/ Key Managerial personnel / theirrelatives in any way, concerned or interested,financially or otherwise, in these resolutions.

The Board recommends the Ordinary Resolutionsset forth in Item Nos. 11 & 12 for approval of theshareholders.

Items No. 13 & 14

The members of the Company at its 23rd AnnualGeneral Meeting held on 27th September, 2012,had accorded their consent to the Board ofDirectors for borrowing up to Rs. 45 Croresunder Section 293(1)(d) of the Companies Act,

1956, However, with the passing CompaniesAct, 2013, resolution passed under Section293(1) (d) & 293(1)(a) of the Companies Act,1956 are valid only upto 11th September, 2014.

Hence, the consent of the members is therefore,sought in accordance with the provisions ofSection 180(1)(c) of the Companies Act, 2013to enable the Board of Directors to borrowmonies, provided that the total amount soborrowed by the Board shall not at any timeexceed Rs. 45 Crores (Rupees Forty Five Croresonly).

The borrowings of the Company may, ifnecessary, be secured by way of creation ofcharges/ mortgage/hypothecation on theCompany’s assets in favour of the company’sBankers or any Person or Persons, Firms,Bodies, Corporate or Financial Institutions. Hence,it is necessary to pass a resolution underSection 180(1)(a) of the Companies Act, 2013for creation of charges/mortgages/hypothecations etc,. for an amount notexceeding Rs.45 Crores (Rupees Forty FiveCrores only).

None of the Directors and Key ManagerialPersonnel of the Company and their relatives isconcerned or interested, financial or otherwise,in the resolutions set out at Item Nos. 13 and 14except to the extent of shares held by them inthe Company.

The Board recommends the Special Resolutionsset forth in Item Nos. 13 & 14 for approval ofthe shareholders.


Y. Nayudamma Managing Director

Place : HyderabadDate : 29th July, 2014

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13

Directors’ Report

Dear Shareholders,

Your Directors have pleasure to present the 25th Annual Report of the Company together with theAudited Accounts for the financial year ended 31st March, 2014

1. Financial Results

The Financial Results for the year ended 31st March, 2014 are summarised as under:

(Rs. in lacs)

Current Year Previous Year2013-2014 2012-2013

Sales / Income 3505.31 3801.93

Profit before Depreciation and Tax 128.21 128.51

Depreciation 35.27 29.97

Profit before Tax 92.94 98.54

Provision for Tax:

- Current Tax 27.74 26.03

- Deferred Tax 3.71 7.00

Profit after Tax 61.49 65.51

Prior Period Adjustments —- 1.63

Profit after Prior Period Adjustments 61.49 63.88

2. Review of operations: 2013-14

Your Company achieved a turnover of Rs.3505.31 lacs during the year 2013-14 as against turnoverof Rs.3801.93 lacs during the previous year. The Company could make a net profit of Rs.61.49lacs during 2013-14 as against net profit of Rs.63.88 lacs during 2012-13. Though the Companyis maintaining good turnovers, the profit of the Company is affected due to financial charges i.e.interest. The Company hopes to increase its turnovers and profit by expanding market network.

During the year 2013-14, the turnover decreased by 7.80% as compared to the turnover of 2012-13. The ratio of Manufacturing Expenses to the Sales during the year 2013-14 is 77.88% asagainst 79.23% during 2012-13. The ratio of Administrative, Selling and other expenses to thetotal expenditure is 22.47% during the year 2013-14 as against 18.93% during 2012-13. As ondate, the Company’s deployment of funds in Real estate is Rs. 100.07 lacs. The Company hopesto dispose the house plots because of positive vibes in the market and hopes to earn goodmargins.


3. Dividend

Your Directors have recommended in their meeting held on 26-05-2014 a Dividend of Re.1.00per equity share for the Financial Year 2013-14 (Re.1.00 per equity share for the previous FinancialYear 2012-13) amounting to Rs. 50.31 lacs (inclusive of Dividend Tax of Rs.7.31 lacs) subject tothe approval of shareholders.

4. Human Resource Management, Branding and Quality

The Company has created a favorable work environment that encourages creativity, innovationand opportunity for growth. The Company is building up its image on timely scheduled deliveriesand payments.

The maintenance of good quality is one of the reasons for getting success in the competitivemarket. Various initiatives have been taken by your Company to take care of the quality standardsat every stage.

5. Fixed Deposits

Your Company has not accepted any deposits from the Public during the year.

6. Auditors

M/s T.Adinarayana & Co., Chartered Accountants, Independent Auditors of the Company will retireat the forthcoming Annual General Meeting and are eligible for reappointment. In accordance withthe Companies Act, 2013, it is proposed to appoint them from the conclusion of this AnnualGeneral Meeting till the conclusion of Twenty Eighth Annual General Meeting, subject to theratification of shareholders at every Annual General Meeting and M/s T.Adinarayana & Co.,, CharteredAccountants, Hyderabad, have confirmed that the appointment, if made, would be within theprescribed limits under Section 141 of the Companies Act, 2013.

7. Directors

In accordance with the provision of Section 152 of the Companies Act, 2013, Dr. VenkateswaraluYadlapalli and Mr. Anjaneyulu Prathipati, retire by rotation at this Annual General Meeting andbeing eligible, have offered themselves for re-appointment.

Pursuant to provisions of Section 149 and other applicable provisions of the Companies Act,2013 read with Rules thereon, all Independent Directors of the Company are seeking freshappointment for three years commencing from the ensuing Annual General Meeting.

As per the provisions of Section 149(1) of the Act and amended Clause 49 of the Listing Agreement,the Company should have at least one woman Director.

In view of the above provisions, pursuant to the provisions of Section 161(1) of the CompaniesAct, 2013 and the Articles of Association of the Company, Mrs. Kavitha Rani Sakhamuri was

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appointed as an Additional Director with effect from 29th July, 2014 and she shall hold office uptothe date of the ensuing Annual General Meeting, the Company has received requisite notice inwriting from a member proposing Mrs. Kavitha Rani for appointment as an Independent Director.

Mr. Janaki Ramaiah Yarlagadda was appointed as Additional Director and Executive Director ofthe Company with effect from 29th July, 2014 in terms of Sections 161, 152, 196 and 197 of theCompanies Act, 2013, the Company has received requisite notice in writing from a memberproposing Mr. Janaki Ramaiah Yarlagadda for appointment as Director and he holds office asExecutive Director for a period of five years with effect from 29th July, 2014 subject to approval of themembers at ensuing Annual General Meeting.

8. Directors’ Responsibility Statement

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect toDirectors’ Responsibility Statement, it is hereby confirmed that:

i. In the preparation of the annual accounts for the year ended March 31, 2014, the applicableaccounting standards have been followed;

ii. The Directors have selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at March 31, 2014 and of the Profit of theCompany for the year ended on that date;

iii. The Directors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of Companies Act, 1956 for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities; and

iv. The Directors have prepared the annual accounts of the Company on a going concern basis.

9. Risk Management

The Company has evolved risk management mechanism as per the size and nature of Company’sbusiness.

10. Insurance

Your Company’s assets are adequately insured against the risk from fire, riots, earthquake,terrorism etc.

11. Corporate Governance

As per Clause 49 of the Listing Agreement, a Report on Corporate Governance, forming part ofthis Report, together with the Auditors’ Certificate regarding the compliance of the conditions ofCorporate Governance is given in a separate section in the Annual Report.


12. Secretarial Compliance in terms of Section 383A of Companies Act, 1956

Secretarial Compliance certificate issued by M/s. Puttaparthi Jagannatham & Co., CompanySecretaries is enclosed and forms part of this report.

13. Related Party Transactions

As a matter of policy, your Company carries on transactions with related parties on arm-lengthbasis. Statements of these transactions are given at Notes 38 to Accounts in compliance of ASNo.18.

14. Management Discussion and Analysis Report

Management discussions and analysis report pursuant to Clause 49 of the Listing Agreementforms part of this report.

15. Personnel

None of the Employees is covered under Sec.217 (2A) of the Companies Act 1956 read with theCompanies (Particulars of Employees) Rules 1975 as amended.

16. Particulars regarding Energy Consumption, Technology Absorption and Foreign ExchangeEarning and Out Go

As required by Companies (Disclosure of particulars in the Report of Board of Directors) Rules1988, the relevant data pertaining to consumption of Energy, Technology Absorption, ForeignExchange earnings and outgo are given in the Annexure to this report.

17. Payment of Listing fee

The shares of the Company are listed at Bombay Stock Exchange Limited, which has nationwidetrading terminals and the listing fee has been paid by the Company upto date.

18. Acknowledgements

Your Directors wish to place on record their appreciation for the esteemed support and co-operation received from M/s The Federal Bank Limited, Hyderabad Branch, Hyderabad and M/sAXIS Bank, CBB, Hyderabad. Your Directors also acknowledge the support and encouragementreceived from both Central and State Governments and also thank the Dealers, Distributors andInstitutional Customers for their patronisation, support, feedback and encouragement. The Boardalso records its appreciation for the committed and dedicated services rendered by the employeesand workers of the Company. The Board also thanks the Shareholders for their support andconfidence reposed in us.


N.Sudhakar Y.Nayudamma Director Managing Director


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Annexure to Directors’ ReportFORM A

Conservation of Energy, Technology Absorption, Foreign Exchange Earnings andOutgoing as required under Companies (Disclosure of particulars in the Report ofBoard of Directors) Rules, 1988.Form for disclosure of particulars with respect to Conservation of Energy, Technology Absorption:

A. Power and Fuel Consumption

i. Electricity 2013-14 2012-13

Purchased Units 69,783.00 74,522.00

Total Amount (Rs. in lacs) 7,12,842.00 5,37,549.00

Rate per Unit (Rs.) 10.22 7.21

ii. Own Generation

Through Diesel Generator 42,350.00 44,460.00

Units per liter of Diesel Oil 3.85 3.90

Rate per Unit (Rs.) 14.93 11.98

B. Consumption Per Unit Of Production

Production (Ltrs/Kgs) 23,06,317.00 19,24,103.00

Power Consumption per Litre/Kg 0.049 0.062

C. Technology Absorption, Adaptation And Innovation

The Company has adopted Indigenous Technology for manufacture of Pesticides formulations

and no imported technology is involved.

D. Research and Development (R&D)

The Company has an In-house R&D division for improving the quality, productivity and for developing

the new viable products.

E. Foreign Exchange Earnings and Out Go

a. i. Activities relating to exports:- Various types of Pesticides Formulations

ii. Initiative taken to increase exports:-

Maintain high quality standards and timely deliveries.

iii. Development of new export markets for products and services:-


During the year, there were no exports. The export market for pesticide products is not encouraging due to thin margins and varying import prices.

iv. Export Plans:- Presently, it is difficult for the small sector units to withstand in the export market.

b. i. Total Foreign Exchange outflow:

Equivalent to Rs.952.63 lacs (USD 15.79 lacs) towards Raw materials.

ii. Total Foreign exchange inflow:

Equivalent to Rs. Nil (USD Nil) towards Exports of Pesticides Formulations.


N.Sudhakar Y.Nayudamma Director Managing Director


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Secretarial Compliance CertificateIn terms of Section 383A (1) of the Companies Act, 1956

Name of the Company : M/S Phyto Chem (India) LimitedCorporate Identification Number : L24110TG1989PLC009500Authorised Capital of the Company : Rs.47,500,000Paid Up Capital of the Company : Rs.43,002,000

ToThe Members ofM/S PHYTO CHEM (INDIA) LIMITED

We have examined the Registers, Records, Books and Papers of M/S PHYTO CHEM (INDIA) LIMITED asrequired to be maintained under the Companies Act, 1956 and the rules made thereunder and also theprovisions contained in the Memorandum and Articles of Association of the Company for the financial yearended on 31st March, 2014 and in our opinion and to the best of our information and according to theexaminations carried out by us and explanations furnished to us by the Company, its officers and agents,we certify that in respect of the aforesaid financial year:

1. The Company has kept and maintained all Registers as stated in Annexure ‘A’ to this certificate, as per theprovisions of the Act and the rules made thereunder and all entries have been duly recorded.

2. The Company has duly filed the Forms and Returns as stated in Annexure ‘B’ to this certificate with theRegistrar of Companies, Andhra Pradesh within the time prescribed under the Act and the rules madethereunder.

3. The Company, being a Public Limited Company, comments are not required.

4. The Board of Directors duly met Six times i.e. on 16th May, 2013, 31st July, 2013, 19th August, 2013, 30th

September, 2013, 14th November, 2013 and 1st February 2014 in respect of which meetings proper noticeswere given and the proceedings were properly recorded and signed in the Minutes Book maintained for thepurpose.

5. The Company closed its Register of Members from 28th September, 2013 to 30th September, 2013 (bothdays inclusive) and necessary compliance of Section 154 of the Act has been made.

6. The Annual General Meeting for the financial year ended on 31st March 2013 was held on 30th September,2013 after giving due notice to the members of the Company and the resolutions passed thereat were dulyrecorded in the Minutes Book maintained for the purpose.

7. No Extraordinary General Meeting was held during the financial year.

8. The Company has not advanced any loans to its Directors or Persons or Firms or Companies referred tounder Section 295 of the Act.

9. The Company has not entered into any contracts falling within the purview of Section 297 of the Act.

10. The Company has made requisite entries in the Register maintained under Section 301 of the Act. Howeverthere were no contracts entered by the Company during the financial year in which Directors wereinterested.


11. As there were no instances falling within the purview of Section 314 of the Act, the Company has notobtained any approvals from the Board of Directors, Members or Central Government.

12. The Company has not issued any duplicate share certificates during the financial year.

13. The Company:

i. Has delivered all certificates on transfer/transmission of securities and there were no allotment ofshares during the financial year.

ii. Has deposited the amount of dividend declared in a separate bank account on 30-09-2013 which iswithin five days from the date of declaration of such dividend.

iii. Has paid/posted warrants for dividends to all the members within a period of 30(Thirty) days from thedate of declaration and that all unclaimed/unpaid dividend has been transferred to Unpaid DividendAccount of the Company with Federal Bank Ltd., Hyderabad.

iv Not required to transfer any amount to the Investor Education and Protection Fund during the financial year.

v. Has duly complied with the requirements of Section 217 of the Act.

14. The Board of Directors of the Company is duly constituted. There was no appointment of AdditionalDirectors, Alternate Directors and Directors to fill casual vacancies during the financial year.

15 The Company has not appointed any Managing Director/Whole time Director/Manager during the financialyear.

16. The Company has not appointed any sole selling agents during the financial year.

17. The Company was not required to obtain any approvals of the Central Government, Company Law Board,Registrar, Regional Director and/or such other authorities as may be prescribed under the various provisionsof the Act during the financial year.

18. The Directors have disclosed their interest in other Firms / Companies to the Board of Directors pursuant tothe provisions of the Act and the rules made thereunder.

19. The Company has not issued any Shares during the financial year.

20. The Company has not bought back any Shares during the financial year.

21. There was no redemption of preference Shares or debentures during the year under review.

22. There were no transactions necessitating the Company to keep in abeyance the rights to dividend, rightsshares and bonus shares pending registration of transfer of shares.

23. The Company has not invited/accepted any deposits including any unsecured loans falling within thepurview of section 58A during financial year.

24. The amount borrowed by the company from its Directors, Members, Public Financial Institutions, Banks andother Financial Institutions during the financial year ended 31st march, 2014 is within borrowing limits of theCompany.

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25. During the year, the Company has not made any loans or advances or given guarantees or provided securitiesto other bodies corporate and consequently no entries have been made in the register kept for the purpose.

26. The Company has not altered the provisions of the Memorandum with respect to situation of the Company’sRegistered Office from one state to another during the year under scrutiny.

27. The Company has not altered the provisions of the Memorandum with respect to the objects of the Companyduring the year under scrutiny.

28. The Company has not altered the provisions of the Memorandum with respect to name of the Company duringthe year under scrutiny.

29. The Company has not altered the provisions of the Memorandum with respect to Share Capital of the Companyduring the year under scrutiny.

30. The Company has not altered its Articles of Association during the year under scrutiny.

31. There was no prosecution initiated against or show cause notices received by the Company and no fine orpenalty or any other punishment was imposed on the Company during the financial year, for offences underthe Act.

32. The Company has not received any money as security from its employees during the financial year.

33. The Provisions of Section 418 of the Act are not applicable to the Company.

For Puttaparthi Jagannatham & Co.Company Secretaries

P. Prakash Reddy Partner CP No. 11777



22

SI. Form Filed Description Date of Whether If delay inNo. No. under filing filed filing

Section within whetherprescribed requisite

time additionalYes/No fee paid

Yes/No

1 8 135 Modification of charge in favour 25-10-2013 Yes N.A.of The Federal Bank Limitedfor Rs. 142,500,000/-

2 8 135 Modification of charge in favour 22-04-2013 Yes N.A.of The Federal Bank Limitedfor Rs. 117,500,000/-

3 23 192 (4)(c) Re-Appointment and revision 28-10-2013 Yes N.A.of remuneration of Mr.Y.Nayudamma,as Managing Director of the companyfor period of 3 years with effectfrom 1.1.2013 to 31.12.2015.

4 23 AC 220 Balance Sheet & Profit & Loss&ACA Account for the year 2013(XBRL) ended 31st March, 29-10-2013 Yes N.A

5 23AC 159 Annual Return as on 30th 25-11-2013 Yes N.A.20B September, 2013

6 66 383 A Secretarial Compliance 28-10-2013 Yes N.A.Certificate for year ended31st March, 2013

Annexures to Secretarial Compliance CertificateAnnexure ‘A’:Registers as maintained by the Company:

1. Register of Charges u/s 1432. Register of Members u/s 1503. Minute Book containing Minutes of

-Board Meetings-General Meetings (Section193)

4. Register of Contracts u/s 3015. Register of Directors u/s 3036. Register of Directors shareholding u/s 3077. Register of Loans/Investments u/s 372A (5)

Annexure ‘B’:

Returns / Documents / Forms filed with the Registrar of Companies, Regional Directors, Central Government orother authorities during the financial year ended March 31, 2014.

I. Registrar of Companies

II. Regional Director/ Central Government & Other Authorities: Nil


For Puttaparthi Jagannatham & Co.Company Secretaries

P. Prakash Reddy Partner CP No. 11777


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Corporate Governance Report1. Company’s Philosophy on Corporate Governance:-The Board lays strong emphasis on attainment of high levels of transparency, accountability andintegrity and the corporate actions, which balance the interest of the stakeholders. The Company hasadopted a code of conduct for Members of the Board and Senior Management, who have all affirmedin writing their adherence to the Code.

2. Board of Directors:-The Board of Directors comprises of 8 Directors of which 3 are Promoter Directors. viz.Dr.P.Sreemannarayana, Mr.Y. Nayudamma and Dr. Y. Venkateswarlu. Six Board Meetings were heldduring the period from April, 2013 to March, 2014 on the following dates:16th May, 2013, 31st July, 2013, 19th August, 2013, 30th September, 2013, 14th November, 2013 and1st February, 2014.

The attendance of the Directors at Meetings, Number of other Directorships:

Sl. Name of the Director Des igna t ion C a t e g o r yNo.

1. Dr. P. Sreemannarayana Chairman NE &NI 5 Yes 22. Mr. Y. Nayudamma M.D E& NI 6 Yes 23. Dr. Y. Venkateswarlu Director NE &NI 6 Yes -4. Mr. P. Anjaneyulu Director NE &NI 5 Yes 35. Mr. C.N. Chary Director NE & I 4 Yes -6. Mr. T.A. Choudary Director NE & I 3 No 27. Mr. N. Sudhakar Director NE & I 6 Yes -8. Mr. M. Balarama Krishnaiah Director NE & I 4 No 8

* NE = Non Executive I = Independent E = Executive NI = Non - Independent

None of the Directors on the Board is a member on more than 10 committees and Chairman of more than 5committees across all the Companies in which they are Directors.

3. Audit Committee:-The Company has a qualified and independent Audit Committee comprising four non-executive independentDirectors, constituted in accordance with the provisions of Clause 49 of the Listing Agreement entered withthe Stock Exchange and Section 177 of the Companies Act, 2013. The role, terms of reference and authorityand powers of the Audit Committee are in conformity with the requirements of Companies Act, 2013 andListing Agreement. The Committee held 4 meetings during the year 2013-14 i.e on 15th May, 2013, 31st July,2013, 14th November, 2013 and 1st February, 2014 and the attendance at the meetings was as under :

S.No. Name of the Member Attendance Particulars Catagory

1. Mr.N.Sudhakar 4 Chairman 2. Mr.C.N.Chary 2 Member 3. Mr.T.A.Choudary 3 Member 4. Mr.M.Balarama Krishnaiah 3 Member

The Audit Committee discusses with the Statutory Auditors on the “Limited Review” of the quartely /half-yearly / yearly accounts, the audit plan for the year, matters relating to compliance with accountingstandards, the Auditors observations arising from the Annual Audit of the Company’s accounts and otherrelated matters. Mr N.Sudhakar, Chairman, Audit Committee was present in the last Annual General Meeting.

4. Nomination and Remuneration Committee:-The nomenclature of Remuneration Committee has been changed to Nomination and Remuneration Committee .

Number o f BoardMeet ings a t tended

Attendance atl a s t A G M ( Ye s / N o )

OtherDirectorships


24

b. For Non-Executive Directors:Sitting Fees is paid as per applicable provisions of the Companies Act, 1956 and rules made thereunder andthe Articles of Association of the Company for attending meetings of the Board or any committees of theBoard, Directors are also reimbursed actual travel costs & incidental expenses incurred for attending suchmeetings or in connection with the Company’s business.The Chairman of the Company is reimbursed the cost of travel and expenses incurred for attending Boardand General Meetings.The Nomination and Remunaration Committee comprises of Mr. C.N. Chary as Chairman and Mr. T.A.Choudary,Mr.N.Sudhakar & Mr.M.Balarama Krishnaiah as its Members and considers the remuneration of ExecutiveDirectors. The Committee did not hold any meeting during the year 2013-14.The details of Remuneration of Directors during the period under review are as follows:

Sl. Name of the Relationship Sitting Commission Salary & Perquisites TotalNo Director with other Fees on Profits Allowances

Directors Rs. Rs. Rs. Rs. Rs.

1. Dr. P. Sreemannarayana Relative 16500.00 — — — 16500.002. Mr. Y. Nayudamma Relative — — 1949940.00 — 1949940.003. Dr. Y. Venkateswarlu Relative 20000.00 — — — 20000.004. Mr. P. Anjaneyulu Relative 16500.00 — — — 16500.005. Mr. C.N. Chary — 15500.00 — — — 15500.006. Mr. T.A. Choudary — 13500.00 — — — 13500.007. Mr. N. Sudhakar — 25500.00 — — — 25500.008. Mr. M. Balarama Krishnaiah — 17000.00 — — — 17000.00

Sitting fee to Non-executive Directors is Rs. 3,500/- per each Board meeting & Rs.1500/- per eachCommittee meeting.

5. a. Stakeholders Relationship Committee:The nomenclature of Shareholder(s) / Investor(s) Grievience and Redressel Committee has been changedto Stakeholders Relationship Committee. The Stakeholders Relationship Committee comprises of Mr. T. A.Choudary as Chairman, Mr. C.N. Chary, Mr. N. Sudhakar and Mr.Y.Nayudamma as its Members. All thecomplaints were redressed and no complaints received during the year were pending either in the beginningor ending of the year. The details are given below :-

Sl. Nature of Complaints No. of Letters No. of Letters Pending/No Received Resolved/Replied Remarks

1. No. of requests for Change of Address 13 13 02. Non-receipt of Share Certs./Bonus Shares 4 4 03. Issue of Duplicate Share Certificates 0 0 04. Non-receipt of Demat Confirmations/Rejections 0 0 05. Revalidation of Refund Orders/ Dividend Warrants 12 12 06. Other Letters 13 13 0

During the year, there are no other investor ’s grievances pending in respect of transfers,revalidation of refund orders, letters from SEBI & Stock Exchange and Non-Receipt of Dividend Warrants.

Remuneration Policy Remuneration Policy of the Company is summarised as follows :a. For Managing Director and Executive Director :The total remuneration payable to Managing Director is subject to Shareholders’ approval andconsists of Salary, allowances. Perquisites and benefits are in line with the Company’s rules forSenior Managerial Personnel.


25

b. Share Transfer Committee :The Share Transfer Committee comprises of Mr. Y. Nayudamma as Chairman, Mr.N.Sudhakar as Memberand Mr. Y.Janaki Ramaiah, CFO as Convenor and Compliance Officer.6. General Body Meetings:The last three Annual General Meetings of the Company were held at the Registered Office of theCompany at Survey No.628, Temple Street, Bonthapally - 502313, Jinnaram Mandal, Medak District, Telangana.

i 26th September, 2011 at 11.30 A.M.ii 27th September, 2012 at 11.30 A.M.iii 30th September, 2013 at 12.30 P.M. respectively

No postal ballots were used/invited for voting at these meetings in respect of the special resolutionsrequired to be passed, nor they are proposed at the ensuing Annual General Meeting.7. Disclosures:a. There were no transactions of material nature between the Company and the Directors or Management

and their relatives or promoters that may have any potential conflict with interest of the Company.The details of the related party transactions have been given at Notes-38 to the Financial Statements.

b. There have been no instances of non-compliance by the Company on any matters related to thecapital markets, nor have any penalty/strictures been imposed on the Company by the stockexchanges or SEBI or any other statutory authority on such matters during the last 3 years.

c. The Company has by and large complied with all mandatory requirments of CorporateGovernance as required by the listing agreement.

d. The Company has laid down procedures to inform the Board about the risk assessment andminimisation procedures. The Audit Committee and Board periodically review the risk assessmentprocedures.

8. Means of Communication:a. The Company publishes its quarterly, half yearly and annual results in the Business Standard and

Andhra Prabha (Telugu).These results are submitted to the stock exchange in accordance with theListing Agreement. Management Discussion and Analysis Report forms part of Directors’ report.

b. Website : www.phytochemindia.comc. Email Id : [email protected]. General information for members :a. Twenty Fifth Annual General Meeting :

Date, Time & Venue : Monday, the 29th day of September, 2014 at 11:45 A.M.

Phyto Chem (India) Limited, Regd. Office : Survey No.628, Temple Street,Bonthapally - 502 313, Jinnaram Mandal, Medak District, Telangana.

b. Financial Calender:

Results For 2013-14 were For 2014-15 will be announced on announced by

First Quarter 31st July, 2013 14th August, 2014Second Quarter/Half year 14th November, 2013 14th November, 2014Third Quarter 1st February, 2014 14th February, 2015Yearly - Audited Results 26th May, 2014 30th May, 2015

c. Dates of Book Closure :27th September, 2014 to 29th September, 2014 both days inclusive.

d. Dividend Payment Date : On or before 28th October, 2014


26

Period

e. i. Stock Exchanges where listed : Bombay Stock Exchange Limited, P.J. Towers, Dalal Street, MUMBAI - 400 001.ii. Stock Code (BSE) : 524808

f. Market Price Data :The market price data High/Low during each month in the last financial year (2013-14) at theBombay Stock Exchange Limited, Mumbai is as follows:-

Bombay Stock Exchange Limited

High-in Rs. Low-in Rs. Volume - No.of Shares

April, 2013 11.57 9.77 1592May, 2013 16.68 11.00 43317June, 2013 15.10 8.90 10561July, 2013 13.02 9.55 3104August, 2013 12.80 9.03 95569September, 2013 13.50 10.71 124491October, 2013 13.60 11.12 99561November, 2013 12.25 10.69 90708December, 2013 15.50 11.00 44175January, 2014 14.00 11.07 139759February, 2014 12.79 10.93 111988March, 2014 13.00 10.25 349952

g. Share Transfer Agent :M/s Bigshare Services Private Limited, 306, 3rd Floor, Right Wing, Amrutha Ville,Opp : Yashoda Hospital, Somajiguda, Rajbhavan Road, Hyderabad - 500 082, Ph.No. 040-23374967

h. Distribution of Shareholding by ownership as on 31-03-2014Sl.No. Shareholding Pattern Shares Shareholding %

1. Promoters 1607422 37.382. Indian Public 2017387 46.913. NRIs 0 0.004. Mutual Funds 8500 0.205. Body Corporates 360435 8.386. NRI - Non Promoters 306456 7.13

Total : 4300200 100.00

i. Distribution of Shareholding by size as on 31-03-2014:

Range of Shares No.of Shareholders No.of Shares % of Shareholders % of HoldingUpto 500 6614 889891 93.74 20.70501-1000 202 174748 2.86 4.06

1001-2000 92 140702 1.30 3.272001-3000 37 91540 0.53 2.133001-4000 18 60800 0.26 1.414001-5000 13 59328 0.18 1.38

5001-10000 24 182789 0.34 4.2510001 and above 56 2700402 0.79 62.80 Total: 7056 4300200 100.00 100.00

As on 31st March, 2014, 70.20% of shares were held in Dematerialised form and rest in physical form.

j . Your Company has not issued any GDRs/ADRs/Warrants or any convertible instruments or ESOPS


27

k. Plant Location : Survey No.628, Temple Street, Bonthapally - 502 313. Jinnaram Mandal, Medak District, Telangana.

l. Compliance with clause 5A of the Listing Agreement :

There are no shares issued pursuant to public issue or any other issue which remain unclaimed.

m. Address for Correspondence :Shareholders Correspondence may be made with the Company’s share transfer agents at theaddress given at (g) above. In case of any difficulty, shareholders may contact Mr. Y. Janaki Ramaiah,Compliance Officer at the Corporate Office at No. 8-3-229/23, First Floor, Thaherville, YousufgudaCheckpost, Hyderabad - 500 045, Telangana / at email:[email protected].

The report has not covered the non-mandatory requirements of Clause 49 of the Listing Agreement.

DECLARATION BY M.D. (CEO) OF THE COMPANY ON CODE OF CONDUCT

DECLARATION

As provided under clause 49 of the Listing Agreement with the Stock Exchanges, the Board Members and the Senior

Management Personnel have confirmed compliance with the Code of Conduct for the year ended 31st March, 2014.

Place : Hyderabad, Y.Nayudamma

Date : 29th July, 2014 Managing Director

Chief Executive Officer (CEO) and Chief Financial Officer (CFO) Certification

To the Board of Directors of Phyto Chem (India) Limited

We certify that :

We ha\ve reviewed the financial statements and the cash flow statement of Phyto Chem (India) Limited forthe year ended March 31, 2014 and that to the best of our knowledge and belief:

a. i . These statements do not contain any materially untrue statement or omit any material fact or containstatements that may be misleading;

ii. These statements together present a true and fair view of the Company’s affairs and are in compliancewith current accounting standards, applicable laws and regulations.

b. There are, to the best of our knowledge and belief, no transactions entered into by the Company during theyear which are fraudulent, illegal or in violation of the Company’s code of conduct.

c. We accept responsibility for establishing and maintaining internal controls for financial reporting and thatwe have evaluated the effectiveness of internal control systems of the Company and have disclosed to theAuditors and the Audit Committee, deficiencies in the design or operation of such internal controls, if any,and the steps they have taken or proposed to be taken to rectify these deficiencies.

d. We have indicated to the Auditors and the Audit committee:

i . Significant changes, if any, in internal control over financial reporting during the year;

i i . Significant changes, if any, in accounting policies during the year and that the same have beendisclosed in the notes to the financial statements; and

ii i . That there were no instances of significant fraud of which we have become aware and involvementtherein, if any of management or other employees having a significant role in the company’sinternal control system over financial reporting.

Place : Hyderabad, Y. Nayudamma Y.Janaki RamaiahDate : 29th July, 2014 Chief Executive Officer Chief Financial Officer


28

Auditors’ Report on Corporate Governance

ToThe Members ofM/s Phyto Chem (India) Limited,

We have examined the compliance of conditions of Corporate Governance by M/s. Phyto Chem (India)Limited for the year ended 31st March, 2014 as stipulated in Clause 49 of the Listing Agreement of thesaid Company with Stock Exchange.

The Compliance of conditions of Corporate Governance is the responsibility of the Management. Ourexamination was limited to procedures and implementation thereof, adopted by the Company forensuring the compliance of conditions of Corporate Governance, it is neither an audit nor anexpression of opinion on the financial statements of the Company.

In our opinion and to the best of our information and according to the explanations given to us, wecertify that the Company has complied with the conditions of Corporate Governance as stipulated in theabove mentioned Listing Agreement.

We state that in respect of Investors Grievances received during the year ended 31st March, 2014, noinvestors grievances are pending for a period exceeding one month against the Company as per therecords maintained by the Company.

We further state that such compliance is neither an assurance as to the future viability of the Companynor efficiency or effectiveness with which the management has conducted the affairs of the Company.

Y.P.RaoPartner

M.No. 25266

For T.Adinarayana & Co.,Chartered AccountantsFirm Regn. No. 000041S

Place: Hyderabad,Date : 29th July, 2014


29



Y.NayudammaManaging Director

Management Discussion and Analysis:Phyto Chem (India) Limited has been carrying on the business in two segments i.e. Pesticides Formulations and theReal Estate Activities.To day, we cannotg visualise Agriculture without Pesticides and has been continuing to contribute to the AgricultureSector. In spite of that smaller size of the Company, the competition from other SMEs, increased cost of R & D arecontinuing to be the major concerns. The Government’s Policies are likely to be changed for good. There has beenmarginal improvement in Real Estate activity.The SWOT Analysis are as follows:Strengths:- The pragmatic thrust on Agriculture is a posit ive step to pest ic ides industry by the Government.

So also the thrust on housing and Infrastructure.- Brand, Image, qual i ty and rel iabi l i ty of the Company products contr ibuted to the establ ishment

besides good marketing network.- Business expansion in emerging markets.- Demand for housing and Infrastructure continue to exist.- Promoters’ long experience in the pesticides and Agri-business.- Can increase turnovers through Institutional Sales and extending market reach.Weakness:- Competition from SME manufacturers and big players.- Seasonal vagaries affect the estimates and delays in realizations from customers and dealers.- Huge capital requirement for Infrastructure.- Competition among the SME segment both in Pesticides Formulations and Real Estate.- Variations in monsoon conditions influences the crop acerage and consequently affects

market demand.- Late realisations due to market conditions resulting the increase of finance cost.Opportunities:- Government policy on pesticides and infrastructure is positive .- Good potential for Real Estate and Housing projects.- Growing geographical presence with efforts to expand retail network outside Telangana.- Increasing demand for food grains leads for increasing usage of Pesticides.Threats:- Competition from other players ; Competition is also an issue.- Change in Government policies and Bank rates may affect progress of the Company.- Drought and delays in arr ival of rains may affect the pest ic ides market and inf lat ion & interest

rates also influence the demand for infrastructure activities.- Higher turnover solicits high working capital limits.Financial Analysis:- The Financial Analysis of the Company have been detailed in Directors’ Report under para of Review of Operations.Future Outlook:

The Company is looking for postive developments in the Government policy, customers and fellow manufacturers.Internal Control Procedures:The Company has Audit Committee and has the mechanism to review the Internal Audit Control procedures. PeriodicAudits of the processes and accounts are carried out internally through internal procedures.Human Resources:The Company enjoys a good team of able and experienced staff and dedicated executives and the relation with theemployees continue to be cordial. The management training schemes focus on developing future business managers. Inhouse training is given to the employees to motivate and contribute to the enhanced productivity. Other developmentprogrammes are taken up for all levels of employees as the Company considers human resources as an invaluable asset.Cautionary Statement:The statements in the Management Discussion and Analysis describing the Company’s objectives, projections, estimatesor expectations may be “forward-looking” statements within the meaning of applicable Securities, Laws and Regulations.Actual results could differ materially from those expressed or implied and the achievement of results is subject to risks,uncertainities and even inaccurate assumptions. Important factors that could make a difference to the company’soperations include economic conditions affecting demand/supply and price conditions in the domestic and global marketin which the Company operates, changes in the Government Regulations, Policies, Tax Laws and other statues and otherincidental factors.


T. ADINARAYANA & CO.Chartered Accountants

806, Raghava Ratna Towers,Chirag Ali Lane,

Hyderabad - 500 001.

Independent Auditor’s ReportToThe Members ofM/s Phyto Chem (India) Limited

Report on the Financial Statements

We have audited the accompanying financial statements of M/s Phyto Chem (India) Limited (the Company),which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash Flowstatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management’s Responsibility for the Financial StatementsManagement is responsible for the preparation of these financial statements that give a true and fair view of thefinancial position, financial performance and cash flows of the Company in accordance with the AccountingStandards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 (“the Act”) read withGeneral Circular 15/2013 dated 13th September, 2013 of the Ministry of Corporate Affairs in respect of Section133 of the Companies Act, 2013 and in accordance with the Accounting Principles generally accepted in India.This responsibility includes the design, implementation and maintenance of internal control relevant to thepreparation and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor’s ResponsibilityOur responsibility is to express an opinion on these financial statements based on our audit. We conducted ouraudit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants of India.Those Standards require that we comply with ethical requirements and plan and perform the audit to obtainreasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the Company’s preparation and fair presentationof the financial statements in order to design audit procedures that are appropriate in the circumstances, butnot for the purpose of expressing an opinion on the effectiveness of the Company’s internal Control. An auditalso includes evaluating the appropriateness of accounting policies used and the reasonableness of theaccounting estimates made by management, as well as evaluating the overall presentation of the financialstatements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide abasis for our audit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the financialstatements give the information required by the Act in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India:

a. in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

b. in the case of the Statement of Profit and Loss Account, of the profit for the year ended on that date; and

c. in the case of the Cash Flow Statement, of the Cash Flow for the year ended on that date.

30


31

Report on other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2003 (“the Order”) as amended issued by theCentral Government of India in terms of sub-section (4A) of section 227 of the Act, we give in theAnnexure a statement on the matters specified in paragraphs 4 and 5 of the Order.

2. As required by section 227(3) of the Act, we report that:a. We have obtained all the information and explanations which to the best of our knowledge and belief

were necessary for the purpose of our audit;

b. In our opinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books.

c. The Balance Sheet, the Statement of Profit and Loss, and the Cash Flow statement dealt with by thisReport are in agreement with the books of account.

d. In our opinion, the Balance Sheet and Statement of Profit and Loss, and the Cash Flow statement complywith the Accounting Standards referred to in Sub-section (3C) of section 211 of the Companies Act, 1956read with General Circular 15/2013, dated 13th September, 2013 of the Ministry of Corporate Affairs inrespect of Section 133 of the Companies Act, 2013.

e. On the basis of written representations received from the directors as on March 31, 2014, and taken onrecord by the Board of Directors, none of the directors is disqualified as on March 31, 2014, from beingappointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Companies Act,1956.

For T.ADINARAYANA & Co. Chartered Accountants Firm Regn. No. 000041S

Place : Hyderabad Y.P.RaoDate : 26th May, 2014 Partner

. M.No. 25266


Annexure to Independent Auditor’s Report

Annexure referred to in paragraph 1 under the heading of “Report on other legal and Regulatoryrequirements” of our report of even date.

1. a. The Company has maintained proper records showing full particulars including quantitative details andsituation of Fixed Assets.

b. All the Fixed assets have been physically verified by the management in a phased periodical manner,which in our opinion is reasonable, having regard to the size of the company and the nature of its assets.No material discrepancies were noticed on such verification.

c. During the year, the Company has not disposed off any substantial part of its fixed assets. As such thegoing concern status of the company is not affected.

2. a. The inventories have been physically verified by the management during the year and in our opinion,the frequency of verification is reasonable.

b. The procedures of Physical verification of inventories followed by the management are reasonable andadequate in relation to the size of the Company and the nature of its business.

c. The company has maintained proper records of inventories. The discrepancies noticed on physicalverification between the Physical stocks and the book records were not material.

3. According to the information and explanations given to us, the Company has not granted / taken any loans,secured or unsecured, to / from companies, firms or other parties covered in the register maintained undersection 301 of the Companies Act, 1956. As such the provisions of 4(iii) (b) (c) & (d) of the companies(Auditor’s Report) order 2003 are not applicable to this company in this year.

4. In our opinion and according to the information and explanations given to us, there is an adequateinternal control procedures commensurate with the size of the Company and the nature of its businesswith regard to purchase of inventory, fixed assets and for the sale of goods and services. During thecourse of our audit, we have not observed any Continuing failure to correct major weaknesses in internalcontrol system.

5. a. According to the information and explanations given to us, we are of the opinion that the contracts orarrangements referred in section 301 of Companies Act, 1956 have been entered in the registersrequired to be maintained under that section and

b. In our opinion and according to the information and explanations given to us, the transactions madein pursuance of contracts, or arrangements entered in the register maintained under Section 301 ofCompanies Act, 1956 and exceeding the value of Rs.5,00,000/- in respect of any party during the yearhave been made at prices which are reasonable having regard to prevailing market prices at the relevanttime.

6. In our opinion and according to the information and explanations given to us, the Company has notaccepted any public deposits.

7. In our opinion, the Company has an internal audit system commensurate with the size and nature of itsbusiness.

8. We have broadly reviewed without making a detailed examination of the records maintained by theCompany pursuant to the order made by the Central Government for the maintenance of cost Recordsunder section 209(1)(d) of the companies Act, 1956 and are of the opinion that prima facie the prescribedrecords have been made and maintained.

9. a. According to the information and explanations given to us and the records of the Company, thecompany is regular in depositing with appropriate authorities undisputed, statutory dues including provident

32


33

fund, Employees State Insurance, Income Tax, Sales Tax, Wealth Tax, Service Tax, Customs Duty, ExciseDuty, Cess and other material statutory dues.

b. There are no undisputed Statutory dues in respect of provident fund, Employees State Insurance, incometax, wealth tax, sales tax, custom duty, service tax and cess which are outstanding at the year end for aperiod of more than six months from the date they became payable.

c. According to the information and explanations given to us, there are no dues of sales tax, income tax,custom duty, wealth tax, service tax, excise duty and cess which have not been deposited on account ofany dispute as on 31st March, 2014.

10. The Company has no accumulated losses at the end of the financial year and has not incurred any cashlosses during the financial year and in the immediately preceding financial year.

11. In our opinion and according to the information and explanations given to us, the Company has notdefaulted in repayment of dues to any financial institution, banks or debenture holders.

12. According to the information and explanations given to us, the Company has not granted any loans andadvances on the basis of Security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund or a nidhi / mutual benefit fund / society. Therefore theprovisions of Clause 4(xiii) of the Companies (Auditor’s Report) order, 2003 is not applicable to thecompany.

14. According to the Records of the Company, the investments made in the nature of shares in other companiesare held in the name of the company and necessary records recording the transaction and relevantentries have been maintained.

15. According to the information and explanations given to us, the company has not given guarantee for theloans taken by others from banks or Financial Institutions.

16. According to records of the Company, the company has not raised any term loans during the year.

17. According to the information and explanations given to us and on an overall examination of the Balancesheet and the Cash flow Statements of the company, we are of the opinion that no funds raised on Shortterm basis have been used for long-term investment.

18. As per the information and explanations given to us, during the year the Company has not made anypreferential allotment of shares to parties and companies covered in the Register maintained under section301 of the Companies Act, 1956.

19. According to the information and explanations given to us, the company has not issued debentures duringthe year which required the creation of security or charge.

20. During the year the Company has not made any public issues for which the management has to disclosethe end use of money raised through that public issue.

21. As per the representation given by the Company and relied on by us, no fraud on or by the Company hasbeen noticed or reported during the year.

For T.ADINARAYANA & Co. Chartered Accountants Firm Regn. No. 000041S

Place : Hyderabad Y.P.RaoDate : 26th May, 2014 Partner

. M.No. 25266


N.SudhakarDirector

Y. NayudammaManaging Director

34

Balance Sheet as at 31-03-2014

Particulars Notes AS AT AS AT 31-03-2014 31-03-2013

Equity and liabilities Rs. Rs.Shareholders’ Funds:Share Capital 2 43002000.00 43002000.00Reserves and Surplus 3 31159115.00 30041787.00

74161115.00 73043787.00Non-current LiabilitiesLong term borrowings 4 19891301.00 22568631.00Deferred Tax Liability 5 5813532.00 5442409.00Trade payables 0.00 0.00Other long term liabilities 0.00 0.00Long term provisions 0.00 0.00

25704833.00 28011040.00Current LiabilitiesShort term borrowings 6 123275653.00 96681718.00Trade payables 7 56160253.00 47482662.00Other Current Liabilities 8 35614596.00 19056735.00Short term provisions 9 6805260.00 7582715.00

221855762.00 170803830.00Total 321721710.00 271858657.00

AssetsNon-current AssetsFixed Assets

Tangible assets 10 42062972.00 38297033.00Intangible assets 0.00 0.00Capital work-in-progress 0.00 0.00

Non-current investments 11 3215668.00 3215668.00Long term loans and advances 12 3740209.00 2820590.00Trade receivables 0.00 0.00Other non-current assets 0.00 0.00

49018849.00 44333291.00Current AssetsCurrent Investments 0.00 0.00Inventories 13 95144864.00 83052625.00Trade receivables 14 168292446.00 134785500.00Cash and bank balances 15 4429480.00 3959056.00Short term loans and advances 16 4836071.00 5728185.00

272702861.00 227525366.00

Total 321721710.00 271858657.00Statement on Significant Accounting Policies 1The accompanying Notes are an integral part of the Financial Statements.

Per our Report of even date annexed.For T.Adinarayana & Co., For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn. No. 000041S

Y.P.RaoPartner, M.No. 25266Place : HyderabadDate : 26th May, 2014


Statement of Profit and Loss for the year ended 31st March 2014

Particulars Notes Year Ended Year Ended 31-03-2014 31-03-2013

Continuing Operations Rs. Rs.

IncomeRevenue from operations (gross) 17 349990645.00 375022811.00Less: Excise Duty 40608391.00 45517593.00Revenue from operations (net) 309382254.00 329505218.00Other Income 18 540226.00 5170319.00Total Revenue (I) 309922480.00 334675537.00

ExpensesCost of raw material and components consumed 19 217060185.00 241731086.00Purchase of traded goods 0.00 0.00(Increase) / decrease in inventories of finished goods, 20 (10375154.00) 3824199.00 work-in-progress and traded goodsEmployee benefits expense 21 22161779.00 21129589.00Other expenses 22 50859254.00 39530831.00Exceptional Items 23 1126810.00 0.00Total (II) 280832874.00 306215705.00Earnings before interest, tax, depreciation andamortisation (EBITDA) (I) - (II) 29089606.00 28459832.00Depreciation and amortisation expenses 3527148.00 2996931.00Financial costs 24 16268747.00 15608429.00Profit before tax 9293711.00 9854472.00

Tax Expense - Current tax 2774240.00 2603283.00 - Deferred tax 371123.00 700401.00Total tax expense 3145363.00 3303684.00Profit for the year from continuing operations 6148348.00 6550788.00Extraordinary Items 25 0.00 162566.00Profit for the year 6148348.00 6388222.00

Statement on Significant Accounting Policies: 1The accompanying Notes are an integral part of the Financial Statements.

N.SudhakarDirector


Y.P.RaoPartner, M.No. 25266

35

Per our Report of even date annexed.

For T.Adinarayana & Co.,Chartered AccountantsFirm Regn. No. 000041S

Place : HyderabadDate : 26th May, 2014

For and on behalf of the Board of Directors


Earnings Per Equity ShareAnnualised earning per Equity Share have been calculatedbased on the net profit after tax and prior period adjustmentsof Rs.61.48 lacs (Previous year Rs.63.88 lacs) and numberof Equity Shares in issue during the year of 43,00,200(Previous year 43,00,200)

Basic and diluted earning per shareBasic earnings per Equity Share have been computed bydividing net profi t after tax and prior period adjustmentsby the number of Equity Shares outstanding for the period.Diluted earning per Equity Share does not arise since thereis no additions to Equity Share Capital during the period.

Statement on significant Accounting Policies and Notes forming part of the FinancialStatements for the year ended 31st March, 2014Notes - 1Significant Accounting Policies:

a. System of Accounting : The Company follows Mercantile system of accounting and recognisesincome and expenditure on accrual basis. The accounts are prepared on historical costbasis as a going concern. Accounting policies not referred to otherwise are consistentwith generally accepted accounting principles and applicable Accounting Standards unlessotherwise stated.

b. Use of Estimates: The preparation of financial statements is in conformity with generallyaccepted accounting principles, which requires management to make estimates and assumptionsthat affect the reported amounts of such assets and liabilities and disclosure of c ontingentliabilities at the date of the financial statements and the results of operations during the end of thereporting period. Although these estimates are based upon management’s best knowledge ofcurrent events and actions, actual results could differ from the estimates.

c. Fixed Assets : Fixed Assets are stated at cost less depreciation and cost of assets includesacquisition and installation expenses which are directly attributable for bringing the assetsinto working condition.

d. Depreciation : Depreciation has been provided on straight line method at the rates specified inthe Schedule XIV of the Companies Act,1956.

e. Inventories : i. Stocks of raw materials, packing materials, house plots and consumablesare valued at lower of cost and net realisable value. Rates are determined on FIFO basisii. Finished goods are valued at cost of conversion and other cost incurred in bringing theinventories to their present location and condition (plus other overheads) or net realisablevalue, whichever is lower.

f . Revenue Recognition: Revenue from sales of goods is recognized when the significant risksand rewards of ownership of the goods have passed to the customer, which generallycoincides with their delivery to customer. Sales are stated including sales tax and excise dutyexcluding returns.

g. Borrowing Costs : Borrowing Costs are charged to profit & loss account, except in cases wherethe borrowings are directly attributable to the acquisition, construction or production of thequalifying asset.

h. Cenvat : Cenvat benefit is accounted for by reducing from the purchase cost of raw materialsand adjusted against the excise duty liability.

i. Excise Duty: Excise Duty in respect of goods manufactured by the Company and lying in theFactory is accounted on accrual basis.

j. Investments : Investments are stated at cost. All the investments are long term and diminutionin market value is not considered unless diminution is permanent.

k. Foreign Currency Transaction : Foreign currency transactions are recorded at the exchangerates prevailing as on the date of transaction. Earning or losses due to fluctuations inexchange rates are recorded as income or expenditure in the year of settlement and chargedto Profit & Loss A/c.

For the yearended

31st March, 2014Rs.

For the yearended

31st March, 2013Rs.

36

1.43 1.49


37

l. Employees Benefits :I. Short term employee Benefits : All employee benefits payable within twelve months ofrendering services are classified as short term benefits. Such benefits include salaries, wages,bonus, short term compensated absences, awards exgratia, performance pay etc., and the sameare recognized in the period in which the employee renders the related service.

II. Post Employment Benefits :1. Defined Contribution Plans : Central Government Provident Fund Scheme is definedContribution plan of the Company. The contributions paid or payable under the schemes arerecognized during the period in which the employee renders the related service.

2. Defined Benefit Plans : The employees’ gratuity scheme is defined benefit plan of the Company.The present value of the obligations under such defined benefit plan is determined based on theactuarial valuation provided by LIC of India at the date of Balance Sheet. Necessary disclosures asrequired under AS15 are furnished in Notes to Financial Statements.

m. The Company has taken into consideration the Provisions AS28- Impairment of assets.The Company assets at the each Balance sheet date whether there is any indication that an assetmay be impaired. If any such indication is there, the Company estimates the recoverable amount ofthe cash generating unit to which the asset belongs. If recoverable amount is less than its carryingamount, the carrying amount is reduced to its recoverable amount.

Notes - 2

Share Capital

a. Authorised Capital47,50,000 of equity shares of Rs.10/- each 47500000.00 47500000.00(Previous year 47,50,000 equity shares)

b. Issued, subscribed and paid up capital of Rs.10/- each43,00,200 of equity shares (fully paid) 43002000.00 43002000.00(Previous year 43,00,200 equity shares) 43002000.00 43002000.00

c. List of shareholders holding more than 5% of aggregate shares in the Company : 7.16% i. Mr.Y.Nayudamma:3,08,106 shares

d. The reconciliation of the number of sharesEquity shares at the beginning of the year : 4300200Add : Equity Shares Issued during the year : NilLess : Equity Shares cancelled during the year : NilEquity shares at the end of the year : 4300200

e. Rights, preferences and restrictions attached to shares:Equity shares: The Company has one class of equity shares having a par value of Rs.10/- per share.Each shareholder is eligible for one vote per share held. The dividend proposed by the Board ofDirectors is subject to the approval of the shareholders in the ensuing Annual General Meeting. Exceptin case of liquidation, the equity shareholders are eligible to receive the remaining assets of theCompany after distribution of all preferential amounts, in proportion to their shareholding.

Notes forming part of Financial Statements

AS AT AS AT 31-03-2014 31-03-2013

Rs. Rs.


38

Notes - 3Reserves & Surplusa. Surplus balance in P/L account 30041787.00 28651365.00

as per last balance sheetb. Profit for the year 6148348.00 6388222.00

36190135.00 35039587.00c. Less : Appropriations

i. Proposed Dividend on Equity Shares 4300200.00 4300200.00ii.Tax on Dividend 730820.00 697600.00

31159115.00 30041787.00The Board of Directors in their meeting heldon 26-05-2014 have recommended dividend@10% on Equity Share Capital

Notes - 4Long Term Borrowingsa. Term Loan

- From banks (Federal Bank Limited) 1477008.00 2973979.00 (Secured by hypothecation of Buildings, Plant & Machinery and

further guaranteed by Managing Director in his personal capacity)- From other parties ( Financial Institutes) 0.00 137731.00

(secured by hypothecation of vehicles)b. Deferement of sales tax liability (Unsecured)

(Commercial Taxes Department) 18414293.00 19456921.0019891301.00 22568631.00

Notes - 5Deferred Tax Asset / Liability (Net)Deferred Tax Liability - Opening Balance 5442409.00 4742008.00Deferred Tax Asset 1159413.00 987852.00Deferred Tax Liability 1530536.00 1688253.00Deferred Tax Liability (Net) 371123.00 700401.00Deferred Tax Liability - Closing Balance 5813532.00 5442409.00 (Refer Note 39)Notes - 6Short Term Borrowingsa. Loans repayable on demand

- From Federal Bank (Secured Loans) - O.D./C.C 99317756.00 73390638.00 (Secured by hypothecation of stock in Trade & Book debts and further guaranteed by Managing Director in his personal capacity)- From Federal Bank (Secured Loans) - Term Loan - 2857143.00 2857143.00 Current maturity of Long Term Loan

(Secured by hypothecation of Buildings, Plant & Machinery and further guaranteed by Managing Director in his personal capacity)

b. Axis Bank, CBB, Hyderabad (Secured Loans) 19990754.00 19933937.00(Secured by hypothecation of immovable property)

c. Security Deposits 1110000.00 500000.00123275653.00 96681718.00

Notes - 7Trade payables

Sundry Creditors- Amounts outstanding to SME (Refer Note 33) 0.00 0.00- Outstanding to others 56160253.00 47482662.00

56160253.00 47482662.00Notes - 8Other Current Liabilitiesa. Amount due to vehicle loans -

Current maturity of Long Term Loan 137731.00 221776.00b. Advances received from customers 4778901.00 4629765.00c. Other current liabilities 23922223.00 7667764.00d. Unpaid Dividend 738191.00 0.00e. Liabilities for expenses 6037550.00 6537430.00

35614596.00 19056735.00Notes - 9Short Term Provisionsa. Provision for Income Tax - F.Y.2012-13 0.00 2584915.00b. Provision for Income Tax - F.Y.2013-14 1774240.00 0.00c. Provision for proposed Dividend on Equity Shares 4300200.00 4300200.00d. Provision for Dividend Tax 730820.00 697600.00

6805260.00 7582715.00

Notes forming part of Financial Statements AS AT AS AT 31-03-2014 31-03-2013

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40

Notes - 12Long Term Loans & Advancesa. Security Deposits 964494.00 694494.00b. Other Advances 2775715.00 2126096.00

3740209.00 2820590.00Notes - 13

Inventoriesa. Raw materials 37932383.00 33929658.00b. Finished Goods 33550411.00 23175257.00c. Packing Materials 13655070.00 15940710.00d. House Plots 10007000.00 10007000.00

95144864.00 83052625.00Valuationa. Raw materials, packing materials and house plots

are valued at lower of cost or net realisable value.

b. Finished goods are valued at cost of conversion andother costs incurred in bringing the inventories totheir present location and condition or net realisablevalue whichever is lower.

Notes - 14Trade Receivables (Unsecured considered good)a. Debtors outstanding more than 6 months 65076385.00 54342912.00b. Other debts 103216061.00 80442588.00

168292446.00 134785500.00Notes - 15Cash and Bank Balancesa. Balances in Banks :

- In Current Accounts 206877.00 197670.00- In Deposit Account (margin money) 3180000.00 3573000.00- In Dividend Account 738191.00 0.00

b. Cash on Hand 304412.00 188386.004429480.00 3959056.00

Notes - 16Short Term Loans & Advancesa. Others 4836071.00 5728185.00

4836071.00 5728185.00

AS AT31-03-2014

Rs.

AS AT31-03-2013

Rs.



Notes - 17Revenue from operationa. Sale of Products 349990645.00 375022811.00 Less: Excise Duty 40608391.00 45517593.00

309382254.00 329505218.00

Notes - 18Other Incomea. Interest 200774.00 703988.00b. Discounts 330423.00 2164065.00c. Misc.Income 2161.00 0.00d. Profit on Sale of Vehicles 6868.00 16371.00e. Bad Debts Recovered 0.00 2273678.00f. Prior Period Income 0.00 12217.00

540226.00 5170319.00Notes - 19Cost of Material consumed:a. Raw materials consumed

Opening Stock 33929658.00 45138676.00Add: Purchases 203231915.00 211367710.00

237161573.00 256506386.00Less:Closing Stock 37932383.00 33929658.00

199229190.00 222576728.00(Productwise details are given at Notes 26)

b. Packing materials consumedOpening Stock 15940710.00 14137308.00Add: Purchases 15545355.00 20957760.00

31486065.00 35095068.00Less: Closing Stock 13655070.00 15940710.00

17830995.00 19154358.00217060185.00 241731086.00

Notes - 20Changes in Inventories of Finished Goods Opening Stock 33182257.00 37006456.00 Closing Stock 43557411.00 33182257.00 Net (increase) / decrease (10375154.00) 3824199.00

in Pesticides : (10375154.00)in House Plots : 0.00

(10375154.00)

Notes - 21Employee Benefits Expensea. Salaries and wages

Factory Salaries & Wages 2648779.00 3281343.00Office Staff - Salaries 2438365.00 2358606.00Director’s Remuneration 1949940.00 1072467.00Salaries Marketing 7692655.00 7380423.00Directors’ TA & DA 443163.00 437544.00Office Staff TA & DA 119200.00 72355.00Marketing TA & DA 3571986.00 3459770.00

18864088.00 18062508.00

For the year ended31st March, 2014

Rs.


Rs.

41



42

b. Contribution to PF and ESIProvident Fund 1132355.00 971049.00ESI 402726.00 363451.00Earn Leaves 225000.00 200000.00Staff Welfare 774371.00 830408.00Bonus 590261.00 555281.00Gratuity 172978.00 146892.00

3297691.00 3067081.0022161779.00 21129589.00

Notes - 22Other ExpensesConsumption of Stores & Spares 75011.00 80310.00Power & Fuel 1345042.00 1070343.00Rent 867698.00 748992.00Repairs to Machinery 1308898.00 846168.00Insurance 470071.00 454376.00Rates & Taxes 59103.00 103907.00First Aid & Medical Expenses 12071.00 5284.00Audit Expenses:-

Statutory Audit & Tax Audit 50000.00Internal Audit 45000.00 95000.00 95000.00

Selling & Distribution Expenses 16492510.00 11035839.00Net Loss/ (Gain) on foreign currency transaction & translation 5618618.00 1965563.00Freight Charges Inward 2396816.00 1759290.00Import Clearing Charges 442013.00 739467.00Safety Devices 178970.00 101400.00Job Work Charges 4410.00 0.00E.D, E.C & SHEC on difference in Opening & 649792.00 -216189.00

Closing of Finished goodsAdministration Expenses 4355855.00 4174269.00Sales Taxes 16487376.00 16566812.00

50859254.00 39530831.00Notes - 23Exceptional ItemsBad Debts 1126810.00 0.00

1126810.00 0.00Notes - 24Financial CostInterest paid to Banks 15103932.00 14142745.00Other borrowing costs 1164815.00 1465684.00

16268747.00 15608429.00Notes - 25Extraordinary ItemsPrior Period Adjustments 0.00 162566.00

0.00 162566.00


Rs.


Rs.



43


Notes - 26A. Value of Imports calculated on CIF basis by the Company:

i. Raw materials : 402.84 769.83ii. Components and spare parts : Nil Niliii.Capital Goods : Nil Nil

B. Expenditure in foreign currency during the Financial year on account of royalties,knowhow, professional and consultation and other matters : NIL

C. Total value of imported raw material consumed during the Financial year and the totalvalue of indigeneous raw materials and the percentage of each to the total consump-tion:

I. Raw material consumption (Product wise):

(Rs. in lacs) (Rs. in lacs)a. Technicals 1755.52 1974.90b. Solvents, Emulsifiers & others 236.77 250.87

Total 1992.29 2225.77

II. Raw material Consumption (Percentage)

a Imported 82,175 554.17 3.44 2,34,601 962.82 10.99b Indigeneous 23,04,543 1,438.12 96.56 19,00,086 1,262.95 89.01

Total 23,86,718 1,992.29 100.00 21,34,687 2,225.77 100.00

D. Earnings in foreign exchange : Nil

Notes - 27

Contingent Liabilities:

i. Import Letter of Credit of USD 2,31,600 equivalent to Rs. 139.42 Lacs (Previous Year - USD 2,00,300 equivalent to Rs.117.91 Lacs)ii. Inland Letter of credit : Rs. Nil (Previous year - Nil )iii. Unexpired Bank Guarantees : Rs. Nil (Previous Year - Nil )

Year ended31-03-2013

Year ended31-03-2014

Year ended31-03-2013(Rs. in lacs)

Year ended31-03-2014(Rs. in lacs)

Year ended 31-03-2013Qty. Rs. Percentate of(Kgs) in Lacs Consumption

Year ended 31-03-2014Qty. Rs. Percentate of(Kgs) in Lacs Consumption


Remuneration of Managing Director: Managing Director 19,49,940 10,72,467

19,49,940 10,72,467

Auditors Remuneration: Audit Fee (Statutory & Internal) 90,000 90,000

Tax Audit fee 5,000 5,000

Service Tax 11,742 11,742

1,06,742 1,06,742

Notes - 30

The present balance of Sales Tax liability is of Rs.1,84,14,293/- accumulated in view of sanction ofdeferment by the Government of Andhra Pradesh is shown under unsecured loans (Long TermBorrowings).

Notes - 31Confirmation of balances of certain parties for amounts due to them/due from them as per the accountsof the Company have not been received. However the values in the book of accounts are final as it isindicated that the balances will be treated as final if balance confirmation is not made beforeparticular date.

Notes - 32In the opinion of Board of Directors of the Company, current assets, loans and advances and depositsare approximately of the value stated in the accounts, if realized in ordinary course of business, unlessotherwise stated. The provisions for all known liabilities are adequate and not in excess of theamounts reasonably necessary.

Notes - 33Disclosure in respect of principal and interest pertaining to the Micro, Small and Medium Enterprises Dev.Act, 2006 based on available details is as under

Particulars Amount in Rs.

Principal amount due as on 31.3.2014 __ Interest on above and unpaid interest — Interest paid — Payment made beyond the appointed date — Interest due and payable for the period of delay — Interest accrued and remaining unpaid at the year end — Amount of further interest due and payable in succeeding year —

Note : There are no oustanding amounts to MS&ME as on 31-03-2014.

Notes - 34The Company has suffered a loss of Rs.56,18,618.00 due to fluctuations in foreign exchange rate andthe same is debited to P&L A/c.

Notes - 35No provision has been made in the books of accounts for the diminution in the market value of quotedshares as it is felt that the diminution is not permanent in nature.


Rs.


Rs.

44

Notes forming part of Financial StatementsNotes - 28

Notes - 29


Disclosure pursuant to Accounting Standards 15(Revised 2005)Employee Benefits:A. Defined Contribution Plan:Contribution to defined contribution plan recognized as expenditure in profit and loss account is as under:The provident fund contributions are remitted to Regional Provident Fund Commissioner, Hyderabad.B. Defined Benefit Plan:The company has Employees Group Gratuity Fund through a policy with LIC and contributes to the fundthrough annual premium determined based on actuarial valuation using projected unit credit method as on31.03.2014. The company has funded current service cost obligation and contribution made are recognizedas expenses. The disclosure in respect of funded defined benefit obligation as by Accounting Standard 15is given below:i. Table showing changes in present value of obligation as on 31.03.2014: Rs.

Present value of obligation as at beginning of the year 1369551.00Interest cost 109564.00Current service cost 148544.00Benefits paid (68423.00)Actuarial (gain)/ loss on obligations 24783.00Present value of obligations as at end of year 1584019.00

ii. Table showing changes in fair value of plan assets as on 31.03.2014:Fair value of plan assets as at beginning of the year 696654.00Expected return on plan assets 68327.00Contributions 148544.00Benefits paid (68423.00)Actuarial (gain)/ loss on plan assets NILFair value of plan assets as at end of year 845102.00

iii. Table showing in fair value of plan assetsFair value of plan assets as at beginning of the year 696654.00Actual return on plan assets 68327.00Contributions 148544.00Benefits paid (68423.00)Fair value of plan assets as at end of year 845102.00Funded status (738917.00)Excess of actual over estimated return on plan assets NIL (Actual rate of return = Estimated rate of return as ARD falls on 31st March, 2014)

iv. Actuarial (gain)/loss recognized as on 31.03.2014Actuarial (gain)/loss on obligations (24783.00)Actuarial (gain)/loss for the year- plan assets NILTotal (gain)/loss for the year (24783.00)Actuarial (gain)/loss recognized in the year (24783.00)

v. a Financial Assumptions Discount rate 8.00% Salary Escalation 4.00%b Demographic Assumption Retirement age of the employees of the Company is assumed at 58 years.

45

Notes - 36Notes forming part of Financial Statements


46

Segment Reporting as per Accounting Standard 17:-A. Geographical Segment Reporting:-

Particulars For the year 2013-14 (Rs. in Lacs) For the year 2012-13 (Rs. in Lacs) A. P. Maharastra Others Total A.P. Maharastra Others Total

Sa l es 2 8 5 7 . 7 3 4 5 6 . 5 6 1 8 5 . 6 2 3 4 9 9 . 9 1 2983.36 4 4 3 . 7 4 3 2 3 . 1 3 3 7 5 0 . 2 3Segment Expenses 2 1 4 1 . 0 1 3 4 2 . 0 5 1 3 9 . 0 8 2 6 2 2 . 1 4 2 3 9 4 . 1 2 3 5 6 . 1 0 2 5 9 . 3 1 3 0 0 9 . 5 3Segment Revenue 7 1 6 . 7 2 11 4 . 5 1 4 6 . 5 4 8 7 7 . 7 7 5 8 9 . 2 4 8 7 . 6 4 6 3 . 8 2 7 4 0 . 7 0Una l l oca ted Corporate Expenses 6 2 7 . 5 5 5 3 9 . 4 0

2 5 0 . 2 2 2 0 1 . 3 0Interest expenses 1 6 2 . 6 9 1 5 6 . 0 8Operating prof i t 8 7 . 5 3 4 5 . 2 2Add : Other Income 5 . 4 0 5 1 . 7 0

9 2 . 9 3 9 6 . 9 2Less : Income Tax 3 1 . 4 5 3 3 . 0 4Profi t from ordinary 6 1 . 4 8 6 3 . 8 8Act iv i ty profit after tax 6 1 . 4 8 6 3 . 8 8Segment Assets 2 1 5 0 . 3 2 151.26 332.79 2 6 3 4 . 3 7 1 7 0 5 . 2 4 139.71 333.43 2 1 7 8 . 3 8Una l l oca ted Corporate Assets 5 8 2 . 8 5 5 4 0 . 2 1To t a l 3 2 1 7 . 2 2 2 7 1 8 . 5 9

Segment Liabi l i t ies 606.81 0 . 8 4 1 . 7 4 6 0 9 . 3 9 5 1 8 . 6 1 0 . 4 2 2 . 0 9 5 2 1 . 1 2Unallocated Corporate Liabi l i t ies 2 6 0 7 . 8 3 2 1 9 7 . 4 7To t a l 3 2 1 7 . 2 2 2 7 1 8 . 5 9

Other Information :-

The Company is manufacturing Pesticides Formulations operating its marketing activity of PesticidesFormulations in the States of Telangana, Andhra Pradesh, Karnataka, Maharashtra and Gujarat.The products of the Company are being sold at large scale in these States through its dealers anddistributors network.

B. Information about product Segmentation :-

The Company has not done any real estate turnover (House Plots) during the Current year. Henceproduct segment reporting is not applicable.

Notes forming part of Financial StatementsNotes - 37


47

Related parties disclosure : The Company has the transactions with the following related partieson account of shareholdings by key management personnel and their relatives .

A. Particulars of Associate Company :Name of the Related Party Nature of Relationship

1. M/S. Rasasri Developers Private Ltd., Bangalore. Associate Company2. M/S. Rasasri Infrastructures Private Ltd., Hyderabad. Associate Company

B. Key Management Personnel :Name of the Related Party Nature of Relationship

Mr.Y.Nayudamma ... Managing Director Mr.P.Anjaneyulu ... DirectorC. Transactions with Associate Company : 31-03-2014 31-03-2013

1. Advance for capital works/Unsecured loan i. Rasasri Infrastructures Pvt. Ltd 42,97,234 55,17,376

ii. Rasasri Developers Private Ltd 1,30,56,644 ---D. Details of Transactions relating to persons referred to in Item No. (B)above.

1. Mr. Y. Nayudamma - Remuneration 19,49,940.00 10,72,467.002. Mr. P. Anjaneyulu - Sitting Fee 16,500.00 5,000.00

The Company follows Accounting Standard (AS22) “Accounting for Taxes on Income” as notifiedby Companies Accounting Standard Rules, 2006. The Company has deferred tax l iabi l i ty withdifference in depreciation in block of fixed assets as per tax books and f inancial books. Thecalculations of deferred tax liability is as under.

2013-14(In Rs.)

Deferred Tax Liability (opening balance) 54,42,409.00Less: Deferred Tax Asset for the year :Depreciation as per Companies Act 3527148.00Provision for leave encashment 225000.00 3752148.00 1159414.00

Depreciation as per IT Act. -4946326.00Profit on sale of vehicles -6868.00 -4953194.00 -1530537.00

Deferred Tax Liability (Net) -3,71,123.00Deferred tax liability as on 31-03-2014 58,13,532.00

Notes - 40

The Company assessed at the Balance Sheet date, the value of the Fixed Assets in order tocomply with the provisions of A.S-28. The Company was of the opinion that the assets of theCompany will generate adequate benefits in future. The Company has arrived to this opinionconsidering the present condition of the assets and its withstanding capacity even for increasedcapacity by four times to that of present capacity. The Company has also considered net cashflow before tax and also present value of future cash flow. The future cash flows were taken intoaccount based on the budgeted turnovers fixed for future five years in recent budget meeting.In view of continuous profits, the discounting rate is taken at 15%. In view of this position, theCompany has felt that the “Value in use” of the Fixed Assets is more than carrying cost of thefixed assets, hence no provision for impairment of Loss of Fixed Assets has been made.

Notes - 38Notes forming part of Financial Statements

Notes - 39


Notes - 41

48

A. Particulars of capacity,Production and sales

i. Installed Capacity (Ltrs) 90,00,000.00 36,50,000.00ii. Production (Ltrs)

Pesticides Formulations 23,06,317.00 19,24,103.00

Notes forming part of Financial Statements31-03-2014 31-03-2013

iii. Sales (Ltrs/Kgs) Rs. (Ltrs/Kgs) Rs. (in Lacs) (in Lacs)

1. Pesticides Formulations 22,55,611.00 3499.91 19,39,061.00 3750.232. Real Estate (Sft.) --- - - - - - - - - -

3499.91 3750.23B. Details of Opening and Closing Stock: Qty. Rs. Qty Rs.Finished Goods (Ltrs/Kgs) (in lacs) (Ltrs/Kgs) (in lacs)

Pesticides Formulations

Opening Stock 1,29,804.00 231.75 1,44,762.00 269.99

Closing Stock 1,80,510.00 335.50 1,29,804.00 231.75

Land

Opening Stock 50,035.00 (Sft) 100.07 50,035.00 (Sft) 100.07

Closing Stock 50,035.00 (Sft) 100.07 50,035.00 (Sft) 100.07

Previous year figures have been regrouped / rearranged / reclassified wherever necessary.

Per our Report of even date annexed

For T. Adinarayana & CO., For and on behalf of the Board of DirectorsChartered AccountantsFirm Regn. No. 000041S

N.Sudhakar Y.Nayudamma Director Managing Director Y.P. Rao

Partner

M.No.25266


Notes - 42


49

Cash flow statement for the year 2013-14A. Cash flow from operating activities:

Net Profit before Tax and Extraordinary item (after proposed Dividend) 42.63 46.93Adjustment for:

Depreciation 35.27 29.97Interest paid 151.04 141.43Less : Other Income (5.40) (51.70)Operating Profit before working capital changes 223.54 166.63

Adjustment for:Trade and other receivables (335.35) (128.53)Inventories (120.92) 132.29Trade Payables & Other Liabilities 244.57 (173.54)Cash generated from operations 11.84 (3.15)Interest paid (151.04) (141.43)Direct Taxes paid & provided (27.74) (26.03)Cash flow before extraordinary items (166.94) (170.61)Extraordinary items (deferred tax) (3.71) (7.00)Net cash flow from operating activities (170.65) (177.61)

B. Cash flow from investing activities:Purchase of Fixed Assets (73.04) (118.32)Purchase of Investments - - - - - -Sale of Fixed Assets 0.18 0.85Add: Other Income 5.33 51.54Net cash used in investing activities (67.53) (65.93)

C. Cash flow from financing activities:Proceeds from issue of share capital(State Subsidy) - - - - - -Proceeds from short term borrowings 265.94 264.05Proceeds from long term borrowings (23.06) (26.40)

242.88 237.65Net cash used in financing activitiesNet increase in cash and cash equivalents (A+B+C) 4.70 (5.89)Cash and Cash equivalents (Opening Balance) 39.59 45.48Cash and Cash equivalents (Closing Balance) 44.29 39.59

For and on behalf of the Board of Directors


Notes : 1. The Cash Flow statement has been prepared under the “Indirect Method” as set out in theAccounting Standard 3 “Cash Flow statements”, issued by the Institute of CharteredAccountants of India.

2. Previous figures have been regrouped / rearranged/reclassified whereever necessary.

Auditors’ certificateWe have verified the above Cash Flow Statement of M/s. Phyto Chem (India) Ltd., derived from theAudited Annual Financial Statements for the year ended 31st March, 2014 and found the samedrawn in accordance with and also with the requirements of Clause 32 of the Listing Agreementwith Bombay Stock Exchange.

2013-14(Rs. In Lacs)

2012-13(Rs. In Lacs)

N.Sudhakar Director


For T. Adinarayana &Co.,Chartered Accountants Firm Regn. No. 000041S

Y.P.Rao Partner

M.No.25266



50

Phyto Chem (India) Limited(CIN: L24110TG1989PLC009500)Survey No.628, Temple Street, Bonthapally-502 313,Jinnaram Mandal, Medak Dist., Telangana.

Attendance Slip

The Company does not have the practice of providing gifts toMembers at the Annual General Meeting

25th Annual General Meeting on September 29, 2014

1. Name & Registered Address of theSole / first named Shareholder :

2. Name(s) of the Joint Shareholder(s) (if any) :

3. Registered Folio No./ DP ID / Client ID No. :

4. Number of Shares held :

I certify that I am a member / Proxy for the member of the Company. I hereby record my presence at the 25th

Annual General Meeting of the Company at Registered Office of the Company at Survey No.628, Temple Street,Bonthapally-502 313, Jinnaram Mandal, Medak District, Telangana on Monday, 29th September, 2014 at 11.45 A.M.

Member’s / Proxy’s Name in Block Letters Member’s / Proxy’s Signature

SUBJECT : E-VOTING

In terms of the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies(Management and Administration) Rules, 2014 (hereinafter called “the Rules”) and clause 35B of the ListingAgreement, the Company is providing facility to exercise votes on the items of business given in the Noticethrough electronic voting system, to members holding shares as on 29th August, 2014 (End of Day) being thecut-off date ( i.e. record date for the purpose of Rule 20(3)(vii) of the Rules) fixed for determining voting rightsof members, entitled to participate in the e-voting process, through the e-voting platform provided by CentralDepository Services Limited (CDSL).

The e-voting particulars are set out below:

EVSN (E-Voting Sequence Number) USER ID PASSWORD

140826099 Please refer Notes No.9 of e-voting instructions in the Notice.

The e-voting period commences from 9:00 a.m. on 23rd September,2014 and ends on 25th September, 2014 by6:00 p.m.. The members of the Company, holding shares either in physical or demat form, as on the cut-off dateof 29th August, 2014, may cast their vote electronically.

For instructions on e-voting, please read the attached Notice of the Annual General Meeting. This communicationforms an integral part of the Notice for convening the Annual General Meeting of the Company to be held on 29th

September, 2014.


Phyto Chem (India) Limited(CIN: L24110TG1989PLC009500)Survey No.628, Temple Street, Bonthapally-502 313,Jinnaram Mandal, Medak Dist., Telangana.00

Proxy Form

[Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies(Management and Administration) Rule, 2014.

CIN L24110TG1989PLC009500

Name of the Company Phyto Chem (India) Limited

Corporate office No.8-3-229/23, First Floor, Thaherville, Yousufguda Checkpost,Hyderabad - 500 045.

Registered office Survey No.628, Temple Street, Bonthapally-502 313, JinnaramMandal, Medak District, Telangana.

Name of the Member(s)

Registered Address

Email Id

Folio No / Client ID DP ID:

I/ We, being the member(s) of ————————————shares of the above named Company,hereby appoint

1 Name

Address

E- Mail IDSignature

of failing him

2 Name

Address

E- Mail IDSignature

of failing him

3 Name

Address

E- Mail IDSignature

of failing him

As my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 25th AnnualGeneral meeting of the Company, to be held on the 29th day of September, 2014 at 11:45 A.M. at theRegistered Office of the Company at Survey No.628, Temple Street, Bonthapally-502 313, JinnaramMandal, Medak District, Telangana and at any adjournment thereof in respect of such resolutionsas are indicated below:

51


Resolutions For Against

1. Consider and adopt Audited Financial Statement, Reports of the Board

of Directors and Auditors

2. Declaration of Dividend on Equity Shares for the financial year 2013-14

3. Re-appointment of Dr. Venkateswaralu Yadlapalli who retires by rotation

4. Re-appointment of Mr. Anjaneyulu Prathipati who retires by rotation

5. Appointment of Auditors and fixing their remuneration

6. Appointment of Mr. Narasimha Chary Chakravarthula as IndependentDirector

7. Appointment of Mr. Ankamma Choudary Thotakura as IndependentDirector

8. Appointment of Mr. Balarama Krishnaiah Mandava as IndependentDirector

9. Appointment of Mr. Sudhakar Nadendla as Independent Director

10. Appointment of Mrs. Kavitha Rani Sakhamuri as Independent Director

11. Appointment of Mr. Janaki Ramaiah Yarlagadda as Director

12. Appointment of Mr. Janaki Ramaiah Yarlagadda as Executive Directorand fixation of remuneration.

13. Authorisation to the Board of Directors to borrow funds upto Rs.45.00crores

14. Authorisation to the Board of Directors to mortgage and / or to createcharge on the Company’s Assets not exceeding Rs.45.00 crores.

Signed this ……..day of ..……….2014

Signature of Shareholder………………………………………………

Signature of Proxy holder(s)…………………………………………....

AffixRevenue

Stamp

52


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Phyto Chem (India) LimitedSurvey No. 628, Temple Street, Bonthapally-502 313,Jinnaram Mandal, Medak District, Telangana.

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